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                           ORACLE ALLIANCE AGREEMENT

This Oracle Alliance Agreement (the "Agreement") is between Oracle Corporation
("Oracle") and the Alliance Member identified below. The terms of this
Agreement shall apply to each Program license granted and to all services
provided by Oracle under this Agreement, which will be identified on one or
more Order Forms.

1.   DEFINITIONS
1.1  "Commencement Date" means the date on which the Programs are delivered by
     Oracle, or if no delivery is necessary, the Effective Date set forth on
     the relevant Order Form.
1.2  "Designated System" shall mean the computer hardware and operating system
     designated on the relevant Order Form or Sublicense report for use in
     conjunction with a Sublicensed Program, Development License, or Marketing
     Support License.
1.3  "Documentation" means the user guides and manuals for installation and
     use of the Program software. Documentation is provided in CD-ROM or bound
     form, whichever is generally available.
1.4  "Order Form" shall mean the document in hard copy or electronic form by
     which the Alliance Member orders Program licenses, Sublicenses, and
     services, and which is agreed to by the parties. The Order Form shall
     reference the Effective Date of this Agreement.
1.5  "Program" shall mean the software in object code form distributed by
     Oracle for which the Alliance Member is granted a license or grants a
     Sublicense pursuant to this Agreement; and the media, Documentation, and
     Updates therefor.
1.6  "Sublicense Addenda" shall mean the addenda to this Agreement specifying
     additional Sublicense terms and Sublicense rates and fees for the various
     types of Sublicenses which may be granted by the Alliance Member.
1.7  "Sublicense" shall mean a nonexclusive, nontransferable right granted by
     or through the Alliance Member to an end user to use an object code copy
     of the Programs with the Value-Added Package under authority of a
     Sublicense Addendum. "Sublicensee" shall mean a third party who is
     granted a Sublicense of the Programs with the Value-Added Package for
     such party's own internal data processing purposes and not for purposes
     of any further distribution.
1.8  "Technical Support" means Program support provided under Oracle's
     policies in effect on the date Technical Support is ordered.
1.9  "Update" shall mean a subsequent release of a Program which Oracle makes
     generally available for Program Licenses at no additional license fee
     other than media and handling charges, provided the Alliance Member has
     ordered Technical Support for such licenses for the relevant time period.
     Updates shall not include any release, option or future product which
     Oracle licenses separately.
1.10 "Value-Added Package" shall mean the hardware or software products or
     services having added value which are developed, sold, and/or licensed
     with the Programs to a Sublicensee by the Alliance Member, as provided
     under the applicable Sublicense Addenda.

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2.   RIGHTS GRANTED
2.1  Development Licenses and Trial Licenses
     A. Oracle grants to the Alliance Member a nonexclusive license to use the
     Development Licenses the Alliance Member obtains under this Agreement and
     applicable Sublicense Addenda, as follows: 
     1. to develop or prototype the Value-Added Package on the Designated
     System or on a backup system if the Designated System is inoperative, up
     to any applicable maximum number of designated Users or other such
     limitation as may be applicable;
     2. to demonstrate the Programs to potential Sublicensees solely in
     conjunction with the Value-Added Package;
     3. to provide training and technical support to employees and to
     customers solely in conjunction with the Value-Added Package;
     4. to use the Documentation provided with the Programs in support of the
     Alliance Member's authorized use of the Programs; and
     5. to copy the Programs for archival or backup purposes; no other copies
     shall be made without Oracle's prior written consent. All titles,
     trademarks, and copyright and restricted rights notices shall be
     reproduced in such copies. All archival and backup copies of the Programs
     are subject to the terms of this Agreement.
     B. The Alliance Member may order temporary trial licenses ("Trial
     Licenses") for its evaluation purposes only, and not for development or
     prototype purposes, for use during a period specified in the Order Form.
     Each Order Form for Trial Licenses shall clearly state the trial period
     and shall identify that the order is for a Trial License.

2.2  Marketing Support Licenses
         Oracle grants to the Alliance Member a nonexclusive license to use
     the Marketing Support Licenses the Alliance Member obtains under this
     Agreement and applicable Sublicense Addenda, as follows:
     A. to demonstrate the Programs to potential Sublicensees solely in
     conjunction with the Value-Added Package, up to any applicable maximum
     number of designated Users or other such limitation as may be applicable;
     B. to develop customized prototypes of the Value-Added Package for
     prospective Sublicensees on the Designated System if the Alliance Member
     does not receive any fees related to the development of such customized
     prototypes;
     C. to use the Documentation provided with the Programs in support of the
     Alliance Member's authorized use of the Programs; and
     D. to copy the Programs for archival or backup purposes; no other copies
     shall be made without Oracle's prior written consent. All titles,
     trademarks, and copyright and restricted rights notices shall be
     reproduced in such copies. All archival and backup copies of the Programs
     are subject to the terms of this Agreement.

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2.3  Sublicensing
     A. License to Sublicense Programs
         As further set forth in the applicable Sublicense Addenda, Oracle
     hereby grants the Alliance Member a nonexclusive, nontransferable license
     to market and grant Sublicenses as set forth in such Sublicense Addenda
     and at the rates and fees set forth in such Sublicense Addenda. The
     Alliance Member shall only have the right to Sublicense Programs pursuant
     to an effective Sublicense Addendum between the parties hereto.
         The Alliance Member shall Sublicense the Programs solely through a
     written Sublicense agreement as provided under Section 2.3.B. Upon
     Oracle's request, the Alliance Member shall provide Oracle with a copy of
     the Alliance Member's standard Sublicense agreement.
     B. Sublicense Agreement
         Every Sublicense agreement shall include, at a minimum, contractual
     provisions which:
     1. Restrict use of the Programs to object code, subject to the
     restrictions provided under the applicable Sublicense Addenda and
     consistent with the Sublicense fees payable to Oracle;
     2. Prohibit (a) transfer of the Programs except for temporary transfer in
     the event of computer malfunction; (b) assignment, timesharing and rental
     of the Programs; and (c) title to the Programs from passing to the
     Sublicensee or any other party;
     3. Prohibit the reverse engineering, disassembly or decompilation of the
     Programs and prohibit duplication of the Programs except for a single
     backup or archival copy;
     4. Disclaim, to the extent permitted by applicable law, Oracle's
     liability for any damages, whether direct, indirect, incidental or
     consequential, arising from the use of the Programs;
     5. Require the Sublicensee, at the termination of the Sublicense, to
     discontinue use and destroy or return to the Alliance Member all copies
     of the Programs and Documentation;
     6. Prohibit publication of any results of benchmark tests run on the
     Programs;
     7. Require the Sublicensee to comply fully with all relevant export laws
     and regulations of the United States to assure that neither the Programs,
     nor any direct product thereof, are exported, directly or indirectly, in
     violation of United States law; and 
     8. Specify Oracle as a third party beneficiary of the Sublicense
     agreement to the extent permitted by applicable law.
     C. Marketing/Sublicensing Practices 
        In marketing and Sublicensing the Programs, the Alliance Member shall: 
     1. Not engage in any deceptive, misleading, illegal, or unethical
     practices that may be detrimental to Oracle or to the Programs;
     2. Not make any representations, warranties, or guarantees to
     Sublicensees concerning the Programs that are inconsistent with or in
     addition to those made in this Agreement or by Oracle; and
     3. Comply with all applicable federal, state, and local laws and
     regulations in performing its duties with respect to the Programs.

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2.4  Limitations on Use
         The Alliance Member shall not use or duplicate the Programs
     (including the Documentation) for any purpose other than as specified in
     this Agreement or make the Programs available to unauthorized third
     parties. The Alliance Member shall not (a) use the Programs for its
     internal data processing or for processing customer data; (b) rent,
     electronically distribute, or timeshare the Programs or market the
     Programs by interactive cable or remote processing services or otherwise
     distribute the Programs other than as specified in this Agreement; or (c)
     cause or permit the reverse engineering, disassembly, or decompilation of
     the Programs, except to the extent required to obtain interoperability
     with other independently created software or as specified by law.
2.5  Title
         Oracle shall retain all title, copyright, and other proprietary
     rights in the Programs and any modifications or translations thereof. The
     Alliance Member and its Sublicensees do not acquire any rights in the
     Programs other than those specified in this Agreement.
2.6  Transfer of Programs
         The Alliance Member may transfer a Development License or Marketing
     Support License within its organization upon notice to Oracle; transfers
     are subject to the terms and fees specified in Oracle's transfer policy
     in effect at the time of the transfer.
2.7  Use of Programs by Third Parties
         The Alliance Member and each Sublicensee (as the case may be) shall
     have the right to allow third parties to use each such party's licensed
     Programs for the licensee's operations so long as the applicable licensee
     ensures that use of the Programs is in accordance with the terms of this
     Agreement or the applicable Sublicense agreement.
3.   TECHNICAL SERVICES
3.1  Technical Support Services
         Technical Support services ordered by the Alliance Member will be
     provided under Oracle's Technical Support policies in effect on the date
     Technical Support is ordered.
3.2  Training Services
         Oracle will provide training services agreed to by the parties under
     the terms of this Agreement. For any on-site services requested by the
     Alliance Member, the Alliance Member shall reimburse Oracle for actual,
     reasonable travel and out-of-pocket expenses incurred.
4.   FEES AND PAYMENTS
4.1  License Fees and Sublicense Fees
         The Alliance Member may order Development Licenses or Marketing
     Support Licenses at the standard Program license fees set forth in the
     Price List or at the fees otherwise provided in a Sublicense Addendum.
     For each Sublicense granted by the Alliance Member, the Alliance Member
     agrees to pay Oracle a Sublicense fee as set forth in the applicable
     Sublicense Addenda. The Alliance Member shall not be relieved of its
     obligation to pay Sublicense fees owed to Oracle by the nonpayment of
     such fees by the Sublicensee.
         The Alliance Member is free to determine unilaterally its own license
     fees to its Sublicensees. If the Alliance Member or a Sublicensee
     upgrades the Programs to a larger computer, transfers the Programs
     outside the United States and/or to another operating system, or
     increases the licensed number of Users, the Alliance Member will pay
     additional Sublicense fees to Oracle as provided under Oracle's transfer
     policies and rates in effect at the time the Program is upgraded or
     transferred.

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4.2  Technical Support Fees
         Technical Support services ordered by the Alliance Member for
     Development Licenses and Marketing Support Licenses will be provided
     under Oracle's Technical Support policies and rates in effect on the date
     Technical Support is ordered.
4.3  General Payment Terms
         Except as otherwise provided in a Sublicense Addendum, all fees shall
     be due and payable 30 days from the invoice date. Fees due by the
     Alliance Member shall not be subject to set off for any claims against
     Oracle. All payments made shall be in United States currency and shall be
     made without deductions based on any taxes or withholdings, except where
     such deduction is based on Oracle's gross income. Any amounts payable by
     the Alliance Member hereunder which remain unpaid after the due date
     shall be subject to a late charge equal to 1.5% per month from the due
     date until such amount is paid. The Alliance Member agrees to pay
     applicable media and shipping charges. The Alliance Member shall issue a
     purchase order, or alternative document acceptable to Oracle, on or
     before the Effective Date of the applicable Order Form.
4.4  Taxes
         The fees listed in this Agreement do not include taxes; if Oracle is
     required to pay sales, use, property, value-added, or other taxes based
     on the licenses, Sublicenses or services granted under this Agreement or
     on the Alliance Member's or a Sublicensee's use of Programs or services,
     then such taxes shall be billed to and paid by the Alliance Member. This
     shall not apply to taxes based on Oracle's income.
5.   RECORDS
5.1  Records Inspection
         The Alliance Member shall maintain adequate books and records in
     connection with activity under this Agreement. Such records shall
     include, without limitation, executed Sublicense agreements, the
     information required in or related to the Sublicense reports required
     under a Sublicense Addendum, the number of copies of Programs used or
     Sublicensed by the Alliance Member, the computers on which the Programs
     are installed, and the number of Users using the Programs. Oracle may
     audit the relevant books and records of the Alliance Member and Alliance
     Member's use of the Programs. Any such audit shall be conducted during
     regular business hours at the Alliance Member's offices and shall not
     interfere unreasonably with the Alliance Member's business activities. If
     an audit reveals that the Alliance Member has underpaid fees to Oracle,
     the Alliance Member shall be invoiced for such underpaid fees. Audits
     shall be made no more than once annually.
5.2  Notice of Claim
         The Alliance Member will notify the Oracle legal department promptly
     in writing of: (a) any claim or proceeding involving the Programs that
     comes to its attention; and (b) any material change in the management or
     control of the Alliance Member.

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6.   TERM AND TERMINATION
6.1  Term
         This Agreement shall become effective on the Effective Date and shall
     be valid until the expiration or termination of all Sublicense Addenda
     hereunder, unless terminated earlier as set forth herein. If not
     otherwise specified on the Order Form, each Program license granted under
     this Agreement shall remain in effect perpetually under the terms of this
     Agreement unless the license or this Agreement is terminated as provided
     in this Article 6. The term of each Sublicense Addendum hereunder shall
     be as set forth in each such Addendum.
6.2  Termination by the Alliance Member
         The Alliance Member may terminate any Program license or any
     Sublicense Addenda at any time; however, termination shall not relieve
     the Alliance Member's obligations specified in Section 6.5.
6.3  Termination by Oracle
         Oracle may terminate any Program license, any Sublicense Addenda, or
     this Agreement upon written notice if the Alliance Member materially
     breaches this Agreement and fails to correct the breach within 30 days
     following written notice specifying the breach.
6.4  Force Majeure
         Neither party shall be liable to the other for failure or delay in
     the performance of a required obligation if such failure or delay is
     caused by strike, riot, fire, flood, natural disaster, or other similar
     cause beyond such party's control, provided that such party gives prompt
     written notice of such condition and resumes its performance as soon as
     possible, and provided further that the other party may terminate this
     Agreement if such condition continues for a period of one hundred eighty
     (180) days.
6.5  Effect of Termination
         Upon expiration or termination of a Sublicense Addendum or this
     Agreement, all of the Alliance Member's rights to market and Sublicense
     the Programs as set forth in such Sublicense Addendum or this Agreement
     shall cease.
         The termination of this Agreement, a Sublicense Addendum, or any
     license shall not limit either party from pursuing any other remedies
     available to it, including injunctive relief, nor shall such termination
     relieve the Alliance Member's obligation to pay all fees that have
     accrued or that are owed by the Alliance Member under a Sublicense
     Addendum or any Order Form, or that appear in a Sublicense report. The
     parties' rights and obligations under Sections 2.4, 2.5, 2.6 and Articles
     4, 5, 6, 7, and 8 shall survive termination of this Agreement. Upon
     termination, the Alliance Member shall cease using, and shall return or
     destroy, all copies of the applicable Programs.
7.   INDEMNITY, WARRANTIES, REMEDIES
7.1  Infringement Indemnity
         Oracle will defend and indemnify the Alliance Member against a claim
     that Programs infringe a copyright or patent or other intellectual
     property right, provided that: (a) the Alliance Member notifies Oracle in
     writing within 30 days of the claim; (b) Oracle has sole control of the
     defense and all related settlement negotiations; and (c) the Alliance
     Member provides Oracle with the assistance, information and authority
     necessary to perform Oracle's obligations under this Section. Reasonable
     out-of-pocket expenses incurred by the Alliance Member in providing such
     assistance will be reimbursed by Oracle. Oracle shall have no liability
     for any claim of infringement based on use of a superseded or altered
     release of Programs if the infringement would have been avoided by the
     use of a current unaltered release of the Programs which Oracle provides
     to the Alliance Member.

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        In the event the Programs are held or are believed by Oracle to
     infringe, Oracle shall have the option, at its expense, to (a) modify the
     Programs to be noninfringing; or (b) obtain for the Alliance Member a
     license to continue using the Programs. If it is not commercially
     reasonable to perform either of the above options, then Oracle may
     terminate the license for the infringing Programs and refund the license
     fees paid for those Programs. This Section 7.1 states Oracle's entire
     liability and the Alliance Member's exclusive remedy for infringement.
7.2  Warranties and Disclaimers
     A.  Program Warranty
         Oracle warrants for a period of one year from the Commencement Date
     that each unmodified Program will perform the functions described in the
     Documentation.
     B.  Media Warranty
         Oracle warrants the tapes, diskettes or other media to be free of
     defects in materials and workmanship under normal use for 90 days from
     the Commencement Date.
     C.  Services Warranty
         Oracle warrants that its Technical Support and training services will
     be performed consistent with generally accepted industry standards. This
     warranty shall be valid for 90 days from performance of service.
D.   Disclaimers
         THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
     WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
     OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
         Oracle does not warrant that the Programs will operate in
     combinations other than as specified in the Documentation or that the
     operation of the Programs will be uninterrupted or error free.
     Pre-Production releases of Programs and computer-based training products
     are distributed "As Is."
         The Alliance Member shall not make any warranty on Oracle's behalf.
7.3  Exclusive Remedies
         For any breach of the warranties contained in Section 7.2 above, the
     Alliance Member's exclusive remedy, and Oracle's entire liability, 
     shall be:
     A.  For Programs
         The correction of Program errors that cause breach of the warranty,
     or if Oracle is unable to make the Program operate as warranted, the
     Alliance Member shall be entitled to recover the fees paid to Oracle for
     the Program license.
     B.  For Media
         The replacement of defective media returned within 90 days of the
     Commencement Date.
     C.  For Services
         The reperformance of the services, or if Oracle is unable to perform
     the services as warranted, the Alliance Member shall be entitled to
     recover the fees paid to Oracle for the unsatisfactory services.
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7.4  Indemnification of Oracle
         The Alliance Member agrees to enforce the terms of its Sublicense
     agreements required by this Agreement so as to effect a timely cure of
     any Sublicense breach, and to notify Oracle of any known breach of such
     terms. The Alliance Member will defend and indemnify Oracle against: 
     A. All claims and damages to Oracle arising from any use by the Alliance
     Member or its Sublicensees of any product not provided by Oracle but used
     in combination with the Programs if such claim would have been avoided by
     the exclusive use of the Programs; and
     B. All claims and damages to Oracle caused by the Alliance Member's
     failure to include the required contractual terms set forth in Section
     2.3.B hereof in each Sublicense agreement.
7.5  Equitable Relief
         The Alliance Member acknowledges that any breach of its obligations
     with respect to proprietary rights of Oracle will cause Oracle
     irreparable injury for which there are inadequate remedies at law and
     that Oracle shall be entitled to equitable relief in addition to all
     other remedies available to it.
8.   GENERAL TERMS AND CONDITIONS
8.1  Nondisclosure
         By virtue of this Agreement, the parties may have access to
     information that is confidential to one another ("Confidential
     Information"). Confidential Information shall be limited to the Programs,
     the terms and pricing under this Agreement, and all information clearly
     identified as confidential.
         A party's Confidential Information shall not include information
     that: (a) is or becomes a part of the public domain through no act or
     omission of the other party; (b) was in the other party's lawful
     possession prior to the disclosure and had not been obtained by the other
     party either directly or indirectly from the disclosing party; (c) is
     lawfully disclosed to the other party by a third party without
     restriction on disclosure; or (d) is independently developed by the other
     party. The Alliance Member shall not disclose the results of any
     benchmark tests of the Programs to any third party without Oracle's prior
     written approval.
         The parties agree to hold each other's Confidential Information in
     confidence during the term of this Agreement and for a period of two
     years after termination of this Agreement. The parties agree, unless
     required by law, not to make each other's Confidential Information
     available in any form to any third party for any purpose other than the
     implementation of this Agreement. Each party agrees to take all
     reasonable steps to ensure that Confidential Information is not disclosed
     or distributed by its employees or agents in violation of the terms of
     this Agreement.

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8.2  Copyrights
         The Programs are copyrighted by Oracle. The Alliance Member shall
     retain all Oracle copyright notices on the Programs used by the Alliance
     Member under its Development Licenses or Marketing Support Licenses. The
     Alliance Member shall include the following on all copies of the Programs
     in software Value-Added Packages incorporating the Programs distributed
     by the Alliance Member:
     A. A reproduction of Oracle's copyright notice; or
     B. A copyright notice indicating that the copyright is vested in the
     Alliance Member containing the following:
     1. A "c" in a circle and the word "copyright";
     2. The Alliance Member's name;
     3. The date of copyright; and
     4. The words "All Rights Reserved."
         Such notices shall be placed on the Documentation, the sign-on screen
     for any software Value-Added Package incorporating the Programs, and the
     diskette or tape labels. Notwithstanding any copyright notice by the
     Alliance Member to the contrary, the copyright to the Program included in
     any such application package shall remain in Oracle. Other than as
     specified above, on any reproduction or translation of any Programs,
     Documentation, or promotional material, the Alliance Member agrees to
     reproduce Oracle's copyright notices intact.
8.3  Trademarks
         "Oracle" and any other trademarks and service marks adopted by Oracle
     to identify the Programs and other Oracle products and services belong to
     Oracle; the Alliance Member will have no rights in such marks except as
     expressly set forth herein and as specified in writing from time to time.
     The Alliance Member's use of Oracle's trademarks shall be under Oracle's
     trademark policies and procedures in effect from time-to-time. The
     Alliance Member agrees not to use the trademark "ORACLE," or any mark
     beginning with the letters "Ora," or any other mark likely to cause
     confusion with the trademark "ORACLE" as any portion of the Alliance
     Member's tradename, trademark for the Alliance Member's Value-Added
     Package, or trademark for any other products of the Alliance Member. The
     Alliance Member shall have the right to use the trademark "ORACLE" and
     other Oracle trademarks solely to refer to Oracle's Programs, products
     and services.
         The Alliance Member agrees with respect to each registered trademark
     of Oracle, to include in each advertisement, brochure, or other such use
     of the trademark, the trademark symbol "circle R" and the following
     statement:
     ______is a registered trademark of Oracle Corporation, Redwood City,
     California
         Unless otherwise notified in writing by Oracle, the Alliance Member
     agrees, with respect to every other trademark of Oracle, to include in
     each advertisement, brochure, or other such use of the trademark, the
     symbol "TM" and the following statement:
     ______is a trademark of Oracle Corporation, Redwood City, California
         The Alliance Member shall not market the Oracle Programs in any way
     which implies that the Oracle Programs are the proprietary product of the
     Alliance Member or of any party other than Oracle. Oracle shall not have
     any liability to the Alliance Member for any claims made by third parties
     relating to the Alliance Member's use of Oracle's trademarks.

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8.4  Relationships between Parties
         In all matters relating to this Agreement, the Alliance Member will
     act as an independent contractor. The relationship between Oracle and the
     Alliance Member is that of licensor/licensee. Neither party will
     represent that it has any authority to assume or create any obligation,
     express or implied, on behalf of the other party, nor to represent the
     other party as agent, employee, franchisee, or in any other capacity.
     Nothing in this Agreement shall be construed to limit either party's
     right to independently develop or distribute software which is
     functionally similar to the other party's product, so long as proprietary
     information of the other party is not included in such software.
8.5  Assignment
         The Alliance Member may not assign or otherwise transfer any rights
     under this Agreement without Oracle's prior written consent.
8.6  Notice
         All notices, including notices of address change, required to be sent
     hereunder shall be in writing and shall be deemed to have been given when
     mailed by first class mail to the first address listed in the relevant
     Order Form (if to the Alliance Member) or to the Oracle address on the
     Order Form (if to Oracle).
         To expedite order processing, the Alliance Member agrees that Oracle
     may treat documents faxed by the Alliance Member to Oracle as original
     documents; nevertheless, either party may require the other to exchange
     original signed documents.
8.7  Governing Law/Jurisdiction
         This Agreement, and all matters arising out of or relating to this
     Agreement, shall be governed by the substantive and procedural laws of
     the State of California and shall be deemed to be executed in Redwood
     City, California. The parties agree that any legal action or proceeding
     relating to this Agreement shall be instituted in any state or federal
     court in San Francisco or San Mateo County, California. Oracle and the
     Alliance Member agree to submit to the jurisdiction of, and agree that
     venue is proper in, these courts in any such legal action or proceeding.
8.8  Severability
         In the event any provision of this Agreement is held to be invalid or
     unenforceable, the remaining provisions of this Agreement will remain in
     full force and effect.
8.9  Export
         The Alliance Member agrees to comply fully with all relevant export
     laws and regulations of the United States ("Export Law") to assure that
     neither the Programs, nor any direct product thereof, are (a) exported,
     directly or indirectly, in violation of Export Laws; or (b) are intended
     to be used for any purposes prohibited by the Export Laws, including,
     without limitation, nuclear, chemical, or biological weapons
     proliferation.

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8.10 Limitation of Liability
         In no event shall either party be liable for any indirect,
     incidental, special or consequential damages, or damages for loss of
     profits, revenue, data or use, incurred by either party or any third
     party, whether in an action in contract or tort, even if the other party
     or any other person has been advised of the possibility of such damages.
     Oracle's liability for damages hereunder shall in no event exceed the
     amount of fees paid by the Alliance Member under this Agreement, and if
     such damages result from the Alliance Member's or Sublicensee's use of
     the Program or services, such liability shall be limited to fees paid for
     the relevant Program or services giving rise to the liability.
         The provisions of this Agreement allocate the risks between Oracle
     and the Alliance Member. Oracle's pricing reflects this allocation of
     risk and the limitation of liability specified herein.
8.11 Federal Government Sublicenses
         If the Alliance Member grants a Sublicense to the United States
     government, the Programs shall be provided with "Restricted Rights" and
     the Alliance Member will place a legend, in addition to applicable
     copyright notices, on the documentation, and on the tape or diskette
     label, substantially similar to the following:
                           RESTRICTED RIGHTS LEGEND
     "Programs delivered subject to the DOD FAR Supplement are "commercial
     computer software" and use, duplication and disclosure of the Programs
     shall be subject to the licensing restrictions set forth in the
     applicable license agreement. Otherwise, Programs delivered subject to
     the Federal Acquisition Regulations are "restricted computer software"
     and use, duplication and disclosure of the Programs shall be subject to
     the restrictions in FAR 52.227-14, Rights in Data -- General, including
     Alternate III (June 1987)."
8.12 Waiver
         The waiver by either party of any default or breach of this Agreement
     shall not constitute a waiver of any other or subsequent default or
     breach. Except for actions for non-payment or breach of Oracle's
     proprietary rights in the Programs, no action, regardless of form,
     arising out of this Agreement may be brought by either party more than
     two years after the cause of action has accrued.
8.13 Entire Agreement
         This Agreement constitutes the complete agreement between the parties
     and supersedes all prior or contemporaneous agreements or
     representations, written or oral, concerning the subject matter of this
     Agreement. This Agreement may not be modified or amended except in a
     writing signed by a duly authorized representative of each party; no
     other act, document, usage or custom shall be deemed to amend or modify
     this Agreement.
         It is expressly agreed that the terms of this Agreement and any Order
     Form shall supersede the terms in any Alliance Member purchase order or
     other ordering document. This Agreement shall also supersede the terms of
     any unsigned or "shrinkwrap" license included in any package, media, or
     electronic version of Oracle-furnished software and any such software
     shall be licensed under the terms of this Agreement, provided that the
     use limitations contained in an unsigned ordering document shall be
     effective for the specified licenses.




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The Effective Date of this Agreement shall be 5/31/1998
                                             --------------------------------
<T<TABLE>

Executed by the Alliance Member:

<S>                                                         <C>
-------------------------------------------                Executed by OrOracle Corporation:

Authorized Signature: /s/ Mike Chamberlain                 Authorized Signature: /s/ Jeffrey M. Rosado
                      ---------------------                                      ---------------------
Name:  Mike Chamberlain                                    Name: Jeffrey M. Rosado
      -------------------------------------                      -------------------------------------


Title: President                                           Title: Manager, Alliances Sales Support
      -------------------------------------                       ------------------------------------
</</TABLE>

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97


                                      6

<PAGE>

                                 AMENDMENT ONE
                                    to the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      and
                              ORACLE CORPORATION


This document ("Amendment One") amends the Oracle Alliance Agreement between
Systems & Computer Technology Corporation (the "Alliance Member") and Oracle
Corporation ("Oracle") dated May 31, 1998 (the "Agreement").

The Agreement is hereby amended as follows:

1.  Add the following definition as a new Section 1.1 and note that all
    subsections in Section 1 shall be re-numbered in recognition of the new
    subsection 1.1:

    "1.1 "Alliance Member" for purposes of this Addendum shall include the
    Alliance Member and the Alliance Member's wholly or majority owned
    subsidiaries which are specified on the attached Subsidiary Exhibit as of
    the Effective Date. Each Subsidiary must agree in writing to be bound by
    the terms of the Addendum. Oracle agrees that it may not unreasonably
    withhold or delay its consent to add new Alliance Member subsidiaries and,
    further, agrees that the only modification to the Agreement will be the
    addition of such subsidiaries to the Subsidiary Exhibit. Oracle further
    agrees that the terms and conditions agreed to in this Agreement will
    apply to such new subsidiaries."

2.  Delete the body of the new Section 1.2 and replace with the following:

    " "Commencement Date" means the date on which the Development and
    Marketing Support Licensed Programs are delivered by Oracle, or if no
    delivery is necessary, the Effective Date set forth on the relevant Order
    Form from the Alliance Member. For Sublicensed Programs the Commencement
    Date shall be the date on which the Programs are delivered to the
    Sublicensee."

3.  On the first line in the new Section 1.8 "Sublicense", add the word 
    "perpetual" before "nonexclusive".

4.  Add the following definition as a new Section 1.9:

    "1.9 "Supported Program License" shall mean a Development License or
    Marketing Support License for which the Alliance Member has ordered
    Technical Support for the relevant time period."

5.  In Section 1.10, after the words "Oracle's policies" insert the following:

    ", as detailed in the Technical Support Attachment to this Agreement,
    which may be updated from time to time."

6.  Delete the body of Section 2.1(A) and replace with the following:




<PAGE>

    "Oracle grants to the Alliance member a perpetual, nonexclusive license to
    use the Development Licenses the Alliance member obtains under this
    Agreement and applicable Sublicense Addenda. All Development Licenses
    ordered by the Alliance Member will permit the Alliance Member to use the
    Programs as follows:"

7.  Delete the wording in Section 2.1 (A) (1) and replace it with the following:

    "1. to development or prototype the Value-Added Package on each Designated
    System or on backup systems if the applicable Designated System is
    inoperative;"

8.  In Section 2.1 (A) (4), add "and copy for use" after "to use" on the first
    line.

9.  In Section 2.1 (A) (5), after the words "or backup purposes" add the
    following:

    "or as otherwise authorized by Oracle"

10. Delete the last sentence of Section 2.1 (B) and replace with the 
    following:

        "Each Order Form for Trial Licenses shall clearly state that the term
    of the Trial License is ninety (90) days and that the order is for a Trial
    License."

11. In Section 2.1, add the following new Subsections (C) and (D):

    "C. Alliance Member will provide to Oracle a written list of all Oracle
    software Programs for which Alliance Member has been granted a development
    license prior to the Effective Date of this Agreement, and will, further
    specify on such list the primary and other development platforms on which
    each Program has been licensed for development upon. There will be no
    charge for existing development licenses for development on each platform
    for which Alliance Member has obtained a license. The annual Technical
    Support fees specified in Section 4.2 entitle Alliance Member to Technical
    Support for all Programs licensed for development in the United States.
    For each new Program Alliance Member wishes to license for development on
    a primary development platform, Alliance Member will order such
    development licenses and pay Oracle a license fee equal to fifty percent
    (50%) of the then-current list price for such Program (minimum user
    levels shall not apply for these orders), which one-time payment will
    entitle Alliance Member to use multiple copies of the relevant Program on
    multiple servers with the same operating system. Provided that Alliance
    Member has acquired a new Program under the terms stated prior in this
    section, Alliance Member can also obtain, at no charge, additional
    development licenses for such new Program for development on an unlimited
    number of additional "porting and testing" platforms. For each new Program
    added to a primary development platform in the U.S., Alliance Member will
    receive Technical Support from Oracle for a fee equal to fifty percent
    (50%) for the then-current list price for Silver Support. Oracle will
    waive the $500 per platform charge for the development licenses. For
    Technical Support for existing and future development licenses in
    countries other than the United States, Alliance Member will pay Oracle an
    annual fee of 50% of the list price "Silver" Support, but in no event will
    alliance Member pay more than $15,000 annually for Technical Support for a
    given country."

    (D) Oracle grants the Alliance Member a nonexclusive license to use the
    Additional Development Licenses the Alliance Member obtains pursuant to
    this Section as follows:




<PAGE>

            1. to port the Value-Added Package in order to make it operational
               on the Designated System for which the Additional Development 
               License has been granted;
            2. to demonstrate the Programs to potential Sublicensees solely
               in conjunction with the Value-Added Package;
            3. to provide training and Technical Support for the Value-Added 
               Package on the Designated System for which the Additional 
               Development License has been granted;
            4. to use the Documentation provided with the Programs in support 
               of the Alliance Member's authorized use of the Programs, and

    5. to copy the Programs for archival or backup purposes; no other copies
    shall be made without Oracle's prior written consent. All titles,
    trademarks, and copyright and restricted rights notices shall be
    reproduced in such copies. All archival and backup copies of the Programs
    are subject to the terms of the Agreement.

12. Delete the opening paragraph of Section 2.2 and replace with the following:

    "Oracle grants to the Alliance Member a nonexclusive license to use the
    Marketing Support License the Alliance Member obtains under this Agreement
    and applicable Sublicense Addenda. A Marketing Support License shall
    permit the Alliance Member to use the Programs as follows:"

13. Delete the wording in Section 2.2 (A) and replace it with the following:

    "A. to demonstrate the Programs to potential Sublicensees solely in
    conjunction with the Value-Added Package;"

14. In Section 2.2 (C) add "and copy for use" after "to use" in the first line.

15. In Section 2.2 (D) add "or as otherwise authorized by Oracle" after "back up
    purposes" in the first line.

16. In Section 2.4 add the following as a new second paragraph:

    "However, nothing provided in this Paragraph 2.4 shall prevent the
    Alliance Member from remotely accessing a Value-Added Package installed on
    another CPU pursuant to the terms of this Agreement solely for the purpose
    of demonstrating the functionality of the Value-Added Package to a
    prospective Sublicensee. Any such demonstration shall be conducted and
    controlled by the Alliance Member's employees. Upon completion of any such
    demonstration, the Alliance Member shall terminate the remote urgent
    access. At no time during the demonstration shall any files contained in
    the Value-Added Package reside on the prospective Sublicensee's CPU nor
    shall any Programs be transferred to or copied by the prospective
    Sublicensee."

17. In Section 2.5 add the following to the end of the paragraph: "The Alliance
    Member shall retain all title, copyright, and other proprietary rights in
    the Value-Added Package and any translations thereof."

18. Delete the body of Section 2.6 and replace with the following:






<PAGE>

    "The Alliance member may transfer a Development or Marketing Support
    License within its organization upon notice to Oracle; transfers are
    subject to the terms of Section 2.1C of this Agreement."

19. In Section 3.1 add "for Development Licenses" to the second line after
    "Alliance Member" and after "Technical Support policies" add ", as
    detailed in the Technical Support Attachment to this Agreement, which may
    be updated from time to time."

20. Delete the wording in Section 3.2 and replace it with the following:

    "If ordered by the Alliance Member, Oracle will provide training services
    agreed to by the parties under the terms of this Agreement; For any
    on-site services requested by the Alliance Member, the Alliance Member
    shall reimburse Oracle for actual, reasonable travel and out-of-pocket
    expenses incurred."

21. In the first paragraph of Section 4.1, delete the first sentence in its
    entirely and replace it with the following:

    "The Alliance Member may order Development Licenses and Marketing Support
    Licenses at the Program license fees set forth in this Agreement."

    Also, delete the second sentence of the second paragraph and replace with
    the following:

    "If the Sublicensee upgrades the Programs to a larger computer, transfers
    the Programs outside the United States and/or to another operating system,
    or increases the licensed number of Users, the Alliance Member will pay
    additional Sublicense fees to Oracle as provided under Oracle's transfer
    policies and rates in effect at the time the Program is upgraded or
    transferred."

22. Delete the wording in Section 4.2 and replace it with the following:

    "Technical Support services ordered by the Alliance Member for Development
    Licenses and Marketing Support Licenses will be provided under Oracle's
    Technical Support policies, as detailed in the Technical Support
    Attachment to this Agreement, and at the rates specified herein. Support
    fees for the Development Licenses shall be as follows:

                        **Year 1              $215,000
                          Year 2              $270,000
                          Year 3              $291,000
                          Year 4              $314,000
                          Year 5              $340,000

    The fee for Year 1 is due at the execution of this Agreement. The fees for
    subsequent years are due in quarterly installments commencing on the
    Effective Date of this Agreement."

    **Year 1 has been adjusted to reflect the support payment of $35,000 made
    by the Alliance Member in April 1998.

23. In Section 4.3, add "which invoice will be submitted by Oracle following
    receipt of an Order Form" to the third line after "invoice date". And on
    the 4th line add "unless permitted by law" after "against Oracle".









<PAGE>

24. Section 4.4 - Taxes - add "or capital stock" after "Oracle's income" in
    the last sentence.

25. Delete the first sentence of Section 6.1 and replace it with the following:

       "This Agreement shall become effective sixty days (60) from the Effective
    Date of this Agreement and shall be valid for five (5) years from the
    Effective Date, except for the pricing terms for Sublicense Fees which
    shall be valid for three (3) years, unless terminated earlier as set forth
    herein. Oracle will provide Alliance Member with six (6) months prior
    written notice before the end of year three (3) and six (6) months before
    the end of year four (4) of its intention (if any) to increase the
    Sublicense Fees for year four (4) and year five (5) of the Term of this
    Agreement."

    Delete the second sentence of Section 6.1 and replace it with the following:
    
       "If not otherwise specified on the Order From, each Program license
    granted by Oracle or Alliance Member under this Agreement shall remain in
    effect perpetually under the terms of this Agreement unless such license
    is terminated for cause as provided in this Agreement or in a Sublicense
    Addenda."

26. In Section 6.3 after "Program Licenses" add the following: "not including
    Sublicenses previously granted"

27. In Section 6.5 Effect of Termination - Add the following as the first 
    sentence of this Section 6.5:

    "Each Program license granted under this Agreement shall remain in effect
    perpetually under the terms of this Agreement unless such license is
    terminated for cause as provided in this Agreement or in a Sublicense
    Addenda."

    Also, add the following new paragraph to the end of Section 6.5:

    "Upon the termination or expiration of this Agreement, unless the Alliance
    member's Development Licenses are terminated for cause hereunder, the
    Alliance Member may continue to receive Technical Support from Oracle for
    such Development Licenses, including upgrades, under the fees and policies
    which then generally apply to Oracle's alliance member program. In
    addition, upon the termination of this Agreement or expiration of this
    Agreement for reasons other than for the Alliance Member's material breach
    with respect to the grant of and payment for Sublicenses hereunder, the
    Alliance Member may continue to provide technical support for all
    Sublicenses granted prior to expiration or termination of this Agreement.
    Such Technical Support may be purchased by the Alliance Member following
    termination under the fees and policies which then generally apply to
    Oracle's alliance member program."

28. Section 7.2 Warranties and Disclaimers - Add the following new paragraph D
    entitled "Year 2000 Warranty" and re-letter paragraph "D" to be paragraph
    "E":

    "Oracle warrants that it Programs, to the extent specified in the attached
    Oracle White Paper on this subject, contain the functionality, including
    the time-and-date-related code and internal subroutines, needed for the
    December 31, 1999 millennium date change. Any breach of this warranty is
    subject to the exclusive remedies as set forth in Section 7.3 of the
    Agreement."

29. In Section 7.4 after "Alliance Member agrees" add "to use all practical
    means available."









<PAGE>

30. In Section 7.4 (B) add the following to the end of the paragraph:

    "The Alliance Member's obligations to defend and indemnify Oracle
    hereunder are contingent upon the following:

    A. Oracle notifies the Alliance Member in writing within thirty (30) days
    of the claim;
    B. The Alliance Member has sole control of the defense and all related
    settlement negotiations; and
    C. At the Alliance Member's request, Oracle provides the Alliance Member
    with all necessary assistance, information, and authority to perform the
    above; reasonable out-of-pocket expenses incurred by Oracle in providing
    such assistance will be reimbursed by the Alliance Member."

31. Delete the wording in Section 7.5 and replace it with the following:

    "Each party hereto acknowledges that any breach of its obligations with
    respect to the proprietary rights of a party will cause such party
    irreparable injury for which there are inadequate remedies at law and that
    such party shall be entitled to equitable relief in addition to all other
    remedies available to it."

32. In Section 8.3, at the end of the second sentence of the first paragraph
    add the following:

    "provided that Oracle has made available to the Alliance Member a copy of
    such then-current trademark policies and procedures."

33. Delete the wording in Section 8.5 and replace it with the following:

    "Neither party hereto may assign or otherwise transfer any rights under
    this Agreement without the other party's prior written consent.
    Notwithstanding the above, Oracle shall have the right to re-negotiate the
    terms of this Agreement in the event that Alliance Member needs to assign
    this Agreement due to merger, acquisition, consolidation or some other
    action related to the take over of a new company."

34. Delete Section 8.7 in its entirely and renumber the subsequent sections
    according.

35. Section 8.10 Limitation of Liability - add the phrase "Except as provided
    in Section 7.1" to the beginning of the first and second sentence of the
    first paragraph of Section 8.10.

36. Add the following new Section 8.13 and 8.14:

    "8.13  Source Code Escrow
        Oracle shall deposit in escrow a copy of the Programs' source code. The
    escrowed material shall be maintained under an agreement which provides
    that if Oracle ceases to be in the business of supporting the Programs or
    a portion thereof, the escrow agent shall furnish the Alliance Member with
    a copy of the escrowed material that has become unsupported. The Alliance
    Member shall pay the escrow agent a fee sufficient to cover the cost of
    reasonable administrative expenses, including reproduction and
    distribution. Any escrowed material furnished under this provision shall
    be considered subject to the terms and conditions of this Alliance
    Agreement, and shall not be transferred or otherwise disclosed to any
    third party.

    8.14  Price Protection








<PAGE>

       If Oracle changes its then current Price List or Technical Support rates,
    the previous lower price shall apply for a period of sixty (60) days after
    the date on which the Alliance Member is notified of the price increase in
    connection with all Sublicenses and licenses which may be granted by the
    Alliance Member or Oracle where prices were proposed or quoted by the
    Alliance Member prior to the notice of the price change."

Subject to the modifications herein, the Agreement shall remain in full force
and effect.

The Effective Date of this Agreement One is May 31, 1998.


SYSTEMS & COMPUTER                      ORACLE CORPORATION
TECHNOLOGY CORPORATION

By:    /s/ Mike Chamberlain              By:    /s/ Jeffrey M. Rosado
       -----------------------------            --------------------------------


Name:  Mike Chamberlain                  Name:  Jeffrey M. Rosado
       -----------------------------            --------------------------------


Title: President                         Title: Manager, Alliances Sales Support
       -----------------------------            --------------------------------


<PAGE>


                                   EXHIBIT A
                                   ---------

                             LIST OF SUBSIDIARIES
                             --------------------

SYSTEMS & COMPUTER TECHNOLOGY CORP.

SCT SOFTWARE & RESOURCE MANAGEMENT CORP.

SCT FINANCIAL CORP.

SCT UTILITY SYSTEMS, INC.

SCT GOVERNMENT SYSTEMS, INC.

INFORMATION ASSOCIATES INTERNATIONAL CORP.

SCT PROPERTY, INC.

SCT INTERNATIONAL SOFTWARE & SERVICES, INC.

SCT TECHNOLOGIES (CANADA) INC.

SCT INTERNATIONAL LIMITED

SCT MANUFACTURING & DISTRIBUTION SYSTEMS, INC.

SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL B.V.

ASI AUSTRALIA HOLDING COMPANY

ADAGE SYSTEMS INTERNATIONAL (AUSTRALIA) PTY. LLT.

SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL S.A.R.L.

<PAGE>


                         Technical Support Attachment

                      ORACLE TECHNICAL SUPPORT SERVICES
                                                                               
Technical Support Fees

Technical Support fees are due and payable in advance of the term of Support.

Reinstatement Fees

In the event Technical Support services lapse or were never originally
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.

Support Programs

Oracle Bronze Support

Oracle Bronze Support includes:

* Real Time Telephone Technical Assistance
  o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
  o Problem solving, bug reporting, documentation clarification,
    technical guidance
* Program updates
  o Patches and fixes
  o General maintenance releases
  o Documentation updates
* Support System dial-in access
* Quarterly Support newsletter
* Mail server access
  o Read/Write access to Electronic Mail over the Internet 
  o Technical Assistance Requests can be opened, closed or updated
  o General Communication with Oracle Worldwide Support
* SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
  information 
* Oracle Electronic Support - Read/Write access to Oracle's
  private Support Forum on CompuServe**
  ** Customers will need to register with CompuServe to obtain CompuServe
     access. This service will be offered in the United States only.

Oracle Silver Support

Oracle Silver Support includes Oracle Bronze Support plus the following:

* Real Time Telephone Technical Assistance
  o Toll-free 800 number
  o 24 hours a day/7 days a week
* SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
  information
* Management reports - Faxed upon request
* Proactive Alerts
  o Contain known problem and problem resolution information
  o Proactively faxed as applicable

Oracle Gold Support

Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:

* Priority Reactive Support
* Accountant Management
  o Communication channels between Oracle and customer
  o Status reports to customer and management
  o Regular account reviews with customer
  o Conduct all proactive planning activities 
  o Some first-line support
* Foundation Proactive Services
  o Patch Planning
  o Version/Release Planning
  o Alerts

The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.

Basic Annual Support

Basic Annual Support includes:


April 16, 1997                  Page 1 of 3                   Technical Support

<PAGE>
                         Technical Support Attachment

* Telephone Technical Assistance
  o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
  o Problem solving, bug reporting, documentation clarification,
    technical guidance
* Program updates and associated documentation
* Support System dial-in access
  o Log/Update/Review TARs
  o Review Bugs
  o Access the Support Bulletin Board
* Quarterly Support newsletter

Standard Support

Standard Support includes Basic Support plus the following:

* Telephone Technical Assistance - 24 hours a day/7 days a week

Extended Support

Extended Support includes Standard Support plus the following:

* Toll-free 800 number

Information Customers Need When Calling Support

Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:

* The Customer Support Identification (CSI) number or PC registration
  number 
* The area code and phone number listed under the CSI number
* Operating system (including version) on which Oracle Programs are
   installed
* The Oracle product component and its version number the call concerns.
  Support questions involve product components -- that is, constituent parts
  of an Oracle product. For example, with the ORACLE kernel, Customer
  receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
* The relevant Program version(s)
* Any Program error number that appeared
* Brief description of the problem
* Severity of the problem. Oracle Worldwide Support classifies problems
  according to how they impact the Customer's business. See list below for
  explanation of Technical Assistance Request (TAR) Severity Levels.

Technical Assistance Request (TAR) Severity Levels

The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.

Severity Level
--------------
SeSeverity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.

Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.

Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.

Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- information is requested but has no impact on the operation of the prproducts.

TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.

April 16, 1997                  Page 2 of 3                   Technical Support

<PAGE>

                         Technical Support Attachment

Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.

Customer CPU Support Identification (CSI) Number

Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.

The CSI number identifies the Customer with respect to the following
information:

* Company Name and Address
* Product Set and Version
* Support Level and Duration
* Operating System
* Technical Contact Information

Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in-access.

Technical Support Liaison ("Technical Contact")

Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.

To assure uninterrupted Technical Support service, customers must notify
Client Relations (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.

Updates

"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.


Terms of Support

Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.

Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.

These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.

Termination

Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.

Phone Numbers and Address Information

Customer Support Hotline

(For Technical Support, Non-Technical Support, and Support Sales information)

415-506-1500

Technical Support Dial-in Number

RTSS Dial-in 415-598-9350

Technical Support Address

Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA  94065

April 16, 1997                  Page 3 of 3                   Technical Support
<PAGE>



                                  ORACLE(R)



  


                                  White Paper



                                Oracle Products

                                     and

                             Year 2000 Compliance










<PAGE>

Oracle Products and Year 2000 Compliance                          24 April 1998
Title:     Oracle Products and Year 2000 Compliance
Updated:   24 April 1998 (Version 4.1.0.0.7)
Author:    Mike Nicholls
Part No:   (     )
 
This document is provided for information purposes only and the contents hereof
are subject to change without notice. Oracle Corporation does not warrant that
this document is error free, nor does it provide any other warranties or
conditions, whether expressed orally or implied in law, including implied
warranties and conditions of merchantability or fitness for a particular
purpose. Oracle Corporation specifically disclaims any liability with respect to
this document and no contractual obligations are formed either directly or
indirectly by this document. This document may not be reproduced or transmitted
in any form or by any means, electronic or mechanical, for any purpose, without
the prior written permission of Oracle Corporation.

Copyright (C) 1996, 1997, 1998. Oracle Corporation. All Rights Reserved
Printed in the USA

Oracle Corporation
World Headquarters
500 Oracle Parkway
Redwood Shores, CA  94065
USA

Worldwide Inquiries:
Phone    (+1) 415.506.7000
Fax      (+1)415.506.7200

Oracle and the Oracle Logo are registered trademarks of Oracle Corporation.

All other Oracle Products are registered or non-registered trademarks of
Oracle Corporation.

All other company and product names mentioned are used for identification
purposes only, and may be trademarks of their respective owners.

For more information about Oracle's trademarks and intellectual property
policies, contact the Oracle Legal Department at (+1) 650.506.5100.




                               Issue:4.1.0.0.7                                 2
<PAGE>

Oracle Products and Year 2000 Compliance                        24 April 1998




                                Oracle Products

                                      and

                             Year 2000 Compliance



                               Index of Contents


1      Introduction

2      Product Compliance

       2.1      Level of Compliance

3      Individual Product Compliance Information
 
       3.1      Current Products

                Table 3.1 - Server/Database and Associated Products
                Table 3.2 - Design, Development and Analysis Products
                Table 3.3 - Office and Webserver Products
                Table 3.4 - Oracle Applications Products
                Table 3.5 - Oracle Industry Applications Products

       3.6      Notes - Current Products

4      Product Compliance - Mature Products

                Table 4.1 - Mature Products

       4.2      Notes - Mature Products







                               Issue:4.1.0.0.7                                3

<PAGE>


Oracle Products and Year 2000 Compliance                        24 April 1998


1    INTRODUCTION

     Year 2000 Compliance requires five main factors to be satisfied with
     respect to date datatype processing:

     1.  Correctly handle date information before, during, and after 1st
         January 2000 accepting date input, providing date output and
         performing calculation on dates or portions of dates
     2.  Function according to the documentation before, during and after
         1st January 2000 without changes in operation resulting from with
         the advent of the new century assuming correct configuration
     3.  Where appropriate, respond to two digit date input in a way that 
         resolves the ambiguity as to century in a disclosed, defined and 
         pre-determined manner
     4.  Store and provide output of date information in ways that are
         unambiguous as to century
     5.  Manage the leap year occurring in the year 2000, following the
         quad-centennial rule

     These criteria are a superset of the Year 2000 conformance requirements
     set out by the British Standards Institute in DISC PD-2000-1 A Definition
     of Year 2000 Conformity Requirements.

2    PRODUCT COMPLIANCE

     The current Oracle product range is designed to be Year 2000 Compliant.

     A statement of the Year 2000 date change compliance of the current Oracle
     database related software product range is provided in the following
     tables and related notes. For our customer's convenience, Year 2000
     Compliance information is also provided herein for mature products that
     are still used by a significant number of organizations. Due to their
     level of maturity, some of these mature products are not Year 2000
     Compliant, or are partially compliant.

     The tables and notes are organized into two main sections: Current
     Products and Mature Products.

     Current products:   Those products currently supported under the
                         Oraclemetals supported products category.

     A statement is provided for each product/product set regarding the level
     of compliance. For this category this will predominantly be "full
     compliance".

     Mature Products:    Those products where de-support notices have already 
                         been published and/or are under the "Extended 
                         Assistance Support" category.

     A statement is provided for each product/product set regarding the level
     of compliance. For mature products this will predominantly comprise
     advice on how to implement minimal code changes or workarounds. Customers
     using these mature products are advised to consider upgrading to an
     Oraclemetals product as soon as possible so as to minimize any date
     conversion work and to obtain the optimum level of support.





                               Issue:4.1.0.0.7                                4
<PAGE>

Oracle Products and Year 2000 Compliance                        24 April 1998



    2.1  LEVEL OF COMPLIANCE

         For each Oracle product or product bundle, the stated compliance is
         defined thus:

             Level of Compliance                     Description
           ---------------------------    ----------------------------------
             FULLY COMPLIANT                The current production version of
                                          the with all five of the factors
                                          product is intended to fully comply
                                          described in Section 1
                                         
           ---------------------------------------------------------------------
             PARTIALLY COMPLIANT (1)        The current production version of  
                                          the product does not fully comply
                                          with all five of the factors described
                                          in Section 1. However, Oracle intends
                                          to provide full compliance in future
                                          releases of the product.
           ---------------------------------------------------------------------
             PARTIALLY COMPLIANT (2)        The current production version of
                                          this mature product does not fully
                                          comply with all five of the factors
                                          described in Section 1 and Oracle
                                          has no plan to provide further
                                          compliance in the future.
           ---------------------------------------------------------------------
             NOT COMPLIANT                  The current production version of
                                          the product does not comply with
                                          factors described in Section 1 and 
                                          Oracle does not intend to provide any
                                          further compliance in the future.
           ---------------------------------------------------------------------









                               Issue:4.1.0.0.7                                 5
<PAGE>


Oracle Products and Year 2000 Compliance                        24 April 1998


3.    INDIVIDUAL PRODUCT - COMPLIANCE INFORMATION
      -------------------------------------------

      3.1   CURRENT PRODUCTS

<TABLE>
<CAPTION>
      Table 3.1 - Oracle Server/Database and Associated Products
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle           Product Components                Compliant   Product / Bundle              See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>  
Oracle8 Server               N/A                                  8.X and >     FULLY COMPLIANT                 3.6.2
Workgroup Edition
--------------------------------------------------------------------------------------------------------------------------------
Oracle8 Server               N/A                                  8.X and >     FULLY COMPLIANT                 3.6.2
Enterprise Edition
--------------------------------------------------------------------------------------------------------------------------------
Oracle8 Cartridges           Context Cartridge                                  FULLY COMPLIANT                 N/A
                             Video Cartridge                                    FULLY COMPLIANT
                             Spatial Cartridge                                  FULLY COMPLIANT
                             Image Cartridge                                    FULLY COMPLIANT
                             Replication Services                               FULLY COMPLIANT
                             InterOffice Gateways                               FULLY COMPLIANT
                             Web Application Server                             FULLY COMPLIANT
                             InterOffice Messaging Cartridge      4.1 and >     FULLY COMPLIANT
                             Interoffice Document Cartridge       4.1 and >     FULLY COMPLIANT
                             Time Series Cartridge                              FULLY COMPLIANT
                             Visual Information Retrieval                       FULLY COMPLIANT
                             Cartridge                                          FULLY COMPLIANT
                             Workflow Cartridge                                 FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle8 Options              Objects Option                       8.X and >     FULLY COMPLIANT                 N/A
                             Partitioning Option                  8.X and >     FULLY COMPLIANT
                             Parallel Server Option               8.X and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle7 Server               N/A                                  7.X and >     FULLY COMPLIANT                 3.6.2
Enterprise Edition
--------------------------------------------------------------------------------------------------------------------------------
Orcle7 Server                N/A                                  7.X and >     FULLY COMPLIANT                 3.6.2
Workgroup Edition
--------------------------------------------------------------------------------------------------------------------------------
Personal Oracle7             N/A                                  7.x and>      FULLY COMPLIANT                 3.6.2
--------------------------------------------------------------------------------------------------------------------------------
Personal Oracle Lite         N/A                                  7.X and >     FULLY COMPLIANT                 3.6.2
--------------------------------------------------------------------------------------------------------------------------------
Oracle Server Manager        N/A                                  7.X and >     FULLY COMPLIANT                 3.6.4
--------------------------------------------------------------------------------------------------------------------------------
Oracle Network Manager       N/A                                                FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Oracle Names                 N/A                                                FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Oracle SQL*Net               N/A                                  ALL           FULLY COMPLIANT                 3.6.1
--------------------------------------------------------------------------------------------------------------------------------
Distributed Database         N/A                                  7.X and >     FULLY COMPLIANT                 N/A
Option
--------------------------------------------------------------------------------------------------------------------------------
Parallel Query Option        N/A                                  7.X and >     FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>                                  <C>           <C>                             <C>  
Oracle Multi-Protocol        N/A                                  ALL           FULLY COMPLIANT                 3.6.1
Interchange
--------------------------------------------------------------------------------------------------------------------------------
Oracle ODBC drivers          N/A                                  ALL           FULLY COMPLIANT                 3.6.5
--------------------------------------------------------------------------------------------------------------------------------
Trusted Oracle7 Server       N/A                                  7.X and >     FULLY COMPLIANT                 3.6.2
--------------------------------------------------------------------------------------------------------------------------------
SQL*Module                   N/A                                                FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Enterprise Backup Utility    N/A                                  2.X and >     FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
PL/SQL                       N/A                                  2.X and >     FULLY COMPLIANT                 3.6.7
--------------------------------------------------------------------------------------------------------------------------------
SQL*Plus                     N/A                                  ALL           FULLY COMPLIANT                 3.6.31
--------------------------------------------------------------------------------------------------------------------------------
Oracle7 Server Options       Parallel Server Option               7.X and >     FULLY COMPLIANT                 N/A
                             Spatial Data Option                  7.X and >     FULLY COMPLIANT
                             Video Option                         7.X and >     FULLY COMPLIANT
                             Document Option                      7.X and >     FULLY COMPLIANT
                             ConText Option                       7.X and >     FULLY COMPLIANT
                             Massaging Option                     7.X and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle SQL*Net Protocol      TCP//IP (plus PPP/SLIP)              ALL           FULLY COMPLIANT                 3.6.1
Adapters                     DECnet                               ALL           FULLY COMPLIANT
                             LU6.2 (APPC, CPIC)                   ALL           FULLY COMPLIANT
                             Named Pipes                          ALL           FULLY COMPLIANT
                             NetBOIS                              ALL           FULLY COMPLIANT
                             SPX/IPX (Novell)                     ALL           FULLY COMPLIANT
                             NDS                                  ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                             6
<PAGE>


<TABLE>
<CAPTION>

      Table 3.1 - Oracle Server/Database and Associated Products - continued (1)
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle        Product Components                   Compliant   Product / Bundle              See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>  
Oracle Enterprise            Oracle Software Manager              1.4 and >     FULLY COMPLIANT                 3.6.6
Manager Console              Oracle Intelligent Agent             1.4 and >     FULLY COMPLIANT
                             Oracle Replication Manager           1.4 and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Enterprise            Oracle Diagnostics                   1.4 and >     FULLY COMPLIANT                 3.6.6
Manager Performance          Oracle Tablespace Manager            1.4 and >     FULLY COMPLIANT
Pack                         Oracle Events                        1.4 and >     FULLY COMPLIANT
                             Oracle Expert                        1.4 and >     FULLY COMPLIANT
                             Oracle Trace                         1.4 and >     FULLY COMPLIANT
                             Oracle Performance Manager           1.4 and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Advanced Networking   SQL*Net DE                           ALL           FULLY COMPLIANT                 3.6.1
Option                       Secure Network Services              ALL           FULLY COMPLIANT
                             Native Naming Adapters               ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Programmer/2000       Pro*C                                ALL           FULLY COMPLIANT                 3.6.7
                             Pro*COBOL                            ALL           FULLY COMPLIANT
                             Pro*ADA                              ALL           FULLY COMPLIANT
                             Pro*Pascal                           ALL           FULLY COMPLIANT
                             Pro*PL/1                             ALL           FULLY COMPLIANT
                             Pro*REXX                             ALL           FULLY COMPLIANT
                             Pro*FORTRAN                          ALL           FULLY COMPLIANT
                             Oracle Object for OLE                ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Open Gateways         Replication Services for Data                      FULLY COMPLIANT                 3.6.17
                             Propagator
                             Procedural Gateway Toolkit                         FULLY COMPLIANT
                             Transparent Gateway Toolkit                        FULLY COMPLIANT
                             Transparent Gateway for Sybase                     FULLY COMPLIANT
                             Transparent Gateway for Informix                   FULLY COMPLIANT
                             Transparent Gateway for Ingres                     FULLY COMPLIANT
                             Transparent Gateway for Rdb                        FULLY COMPLIANT
                             Transparent Gateway for RMS                        FULLY COMPLIANT
                             Transparent Gateway for DB2/400                    FULLY COMPLIANT
                             Transparent Gateway for DB2                        FULLY COMPLIANT
                             Transparent Gateway for EDA/SQL                    FULLY COMPLIANT
                             Transparent Gateway for Image/SQL                  FULLY COMPLIANT
                             Transparent Gateway for Microsoft
                             SQL Server                                         FULLY COMPLIANT
                             Transparent Gateway for ODBC
                             Transparent Gateway for Teradata                   FULLY COMPLIANT
                             Access Manager for AS/400                          FULLY COMPLIANT
                             Oracle MVS Client Bundle                           FULLY COMPLIANT
                             Transparent Gateway for MVS/DB2                    FULLY COMPLIANT
                             Procedural Gateway for APPC                        FULLY COMPLIANT
                             Procedural Gateway for MQSeries                    FULLY COMPLIANT
                             Transparent Gateway for DRDA                       FULLY COMPLIANT
                             Transparent Gateway for SESA                       FULLY COMPLIANT
                                                                                FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle OLAP Server Products  Personal Express                     ALL           FULLY COMPLIANT                 3.6.8
                             Oracle Express Server                ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                             7

<PAGE>




<TABLE>
<CAPTION>
Table 3.1 - Oracle Server/Database and Associated Products - continued (2)

--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle           Product Components                Compliant   Product / Bundle              See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>  
Oracle Rdb Products          Rdb Server                           ALL           FULLY COMPLIANT                 3.6.9
                             Rdb Client (single user)             ALL           FULLY COMPLIANT
                             Oracle CODASYL DBMS                  ALL           FULLY COMPLIANT
                             DataBase Integrator                  7.0 and >     FULLY COMPLIANT
                             Enterprise Manager DBAPack for Rdb   ALL           FULLY COMPLIANT
                             Oracle InstantSQL for Rdb            ALL           FULLY COMPLIANT
                                                                  ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb Server            Oracle Trace Option                  ALL           FULLY COMPLIANT                 3.6.9
Option                       Oracle Expert Option                 ALL           FULLY COMPLIANT
                             Power Utilities Option               ALL           FULLY COMPLIANT
                             Hot Standby Option                   ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Programmer/2000 for Rdb      Oracle Call Interface                ALL           FULLY COMPLIANT                 3.6.9
                             Oracle Objects for OLE               ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb Gateways          Transparent Gateway for Oracle       7.0 and >     FULLY COMPLIANT                 3.6.9
                             Transparent Gateway for Sybase       7.0 and >     FULLY COMPLIANT
                             Transparent Gateway for CODASYL      7.0 and >     FULLY COMPLIANT
                             DBMS
                             Transparent Gateway for RMS          3.0E and >    FULLY COMPLIANT
                             Transparent Gateway for PC Data      7.0 and >     FULLY COMPLIANT
                             Transparent Gateway for Custom       7.0 and >     FULLY COMPLIANT
                             Drivers
                             Transparent Gateway for DB2          7.0 and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                             8

<PAGE>

<TABLE>
<CAPTION>
Table 3.2 - Design, Development and Analysis Products
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle          Product Components                 Compliant   Product / Bundle               See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>
--------------------------------------------------------------------------------------------------------------------------------
Oracle Designer/2000
                             Oracle Forms generator               1.3.2 and >   FULLY COMPLIANT                 6.6.16
                             Oracle Graphics generator            1.3.2 and >   FULLY COMPLIANT
                             VB generator                         1.3.2 and >   FULLY COMPLIANT
                             C++ generator                        1.3.2 and >   FULLY COMPLIANT
                             MS-Help generator                    1.3.2 and >   FULLY COMPLIANT
                             WebServer generator                  1.3.2 and >   FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Developer/2000        Oracle Forms                         ALL           FULLY COMPLIANT                 3.6.10
                             Oracle Reports                       ALL           FULLY COMPLIANT
                             Oracle Graphics                      ALL           FULLY COMPLIANT
                             Oracle Open Interfaces               ALL           FULLY COMPLIANT
                             Oracle Terminal                      ALL           FULLY COMPLIANT
                             Oracle Procedure Builder             ALL           FULLY COMPLIANT
                             Oracle Translation Manager           ALL           FULLY COMPLIANT
                             Oracle Open Client Adapter for ODBC  ALL           FULLY COMPLIANT
                             INTERSOLV DataDirect Drivers         ALL           FULLY COMPLIANT
                             Oracle ODBC Driver for Rdb           ALL           FULLY COMPLIANT
                             Web Cartridge (Application Server    
                             for Developer/2000)                  ALL           FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Database Designer     N/A                                  1.0 and >     FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Oracle Discoverer            Oracle Databrowser                   3.X and >     FULLY COMPLIANT                 3.6.11
                             Oracle Data Query                    3.X and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle OLAP Development &    Oracle Express Objects               2.0 and >     FULLY COMPLIANT                 3.6.9
Analysis Tools               Oracle Express EIS                   4.5A and >    FULLY COMPLIANT
                             Oracle Express Analyzer              ALL           FULLY COMPLIANT
                             Oracle Relational Access Manager     2.X and >     FULLY COMPLIANT
                             Oracle Sales Analyzer                1.5 and >     FULLY COMPLIANT
                             Oracle Financial Analyzer            4.5A and >    FULLY COMPLIANT
                             Oracle Financial Controller          1.0 and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb products          Oracle CDD/Repository                ALL           FULLY COMPLIANT                 3.6.9
                             Oracle CDD/Administrator             ALL           FULLY COMPLIANT
                             CDD/R Runtime                        ALL           FULLY COMPLIANT
                             Oracle Graphical Schema Editor for   ALL           FULLY COMPLIANT
                             Rdb
                             Oracle Rally                         ALL           FULLY COMPLIANT
                             Oracle Rally Client                  ALL           FULLY COMPLIANT
                             ODBC Access to Non-Relational Data   ALL           FULLY COMPLIANT
                             for Rdb
--------------------------------------------------------------------------------------------------------------------------------
Oracle Exchange              N/A                                  ALL           FULLY COMPLIANT                 3.6.13
--------------------------------------------------------------------------------------------------------------------------------
Oracle Power Objects         N/A                                                FULLY COMPLIANT                 3.6.14
--------------------------------------------------------------------------------------------------------------------------------
Mobile Agents Developer's    N/A                                                FULLY COMPLIANT                 N/A
Kit
--------------------------------------------------------------------------------------------------------------------------------
Oracle Book                  N/A                                  ALL           FULLY COMPLIANT                 3.6.1
--------------------------------------------------------------------------------------------------------------------------------
Oracle TextServer            N/A                                  ALL           FULLY COMPLIANT                 3.6.1
--------------------------------------------------------------------------------------------------------------------------------
Data Mart Suite              N/A                                  1.0 and >     FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Data Mart Suite-Sales and   N/A                                   1.0 and >     FULLY COMPLIANT                 N/A
Marketing
--------------------------------------------------------------------------------------------------------------------------------
Remote SNAPI                 N/A                                  N/A           FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Discoverer Administration    Discoverer Administration            3.0.8 and >   FULLY COMPLIANT                 3.6.32
Edition                      Discoverer User                      3.0.8 and >   FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Discover User Edition        Discoverer User                      3.0.8 and >   FULLY COMPLIANT                 3.6.32
--------------------------------------------------------------------------------------------------------------------------------
Oracle Application Data      N/A                                  1.1.5 and >   FULLY COMPLIANT                 N/A
Warehouse (OADW)
--------------------------------------------------------------------------------------------------------------------------------
OADW Analysis Collection     N/A                                  1.1.5 and >   FULLY COMPLIANT                 N/A
Pack
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                             9

<PAGE>

<TABLE>
<CAPTION>
Table 3.3 - Office and Webserver Products
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle           Product Components                Compliant   Product / Bundle               See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>  
Oracle Webserver/            N/A                                  ALL           FULLY COMPLIANT                 3.6.1
Application Server
--------------------------------------------------------------------------------------------------------------------------------
Oracle InterOffice           N/A                                  4.1 and >     FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Oracle Office                N/A                                                FULLY COMPLIANT                 N/A
--------------------------------------------------------------------------------------------------------------------------------
Oracle Mobile Agents         N/A                                  ALL           FULLY COMPLIANT                 3.6.1
--------------------------------------------------------------------------------------------------------------------------------
Oracle Office Gateways       N/A                                                FULLY COMPLIANT                 N/A
(X.400, MHS, PROFS)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
Table 3.4 - Oracle Applications Products
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle          Product Components                 Compliant   Product / Bundle               See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>                              <C>   
Oracle Core Applications     Oracle Accounts Payable              10.7 and >    FULLY COMPLIANT                 3.6.15
                             Oracle Accounts Receivable           10.7 and >    FULLY COMPLIANT
                             Oracle Alert                         10.7 and >    FULLY COMPLIANT
                             Oracle Application Object Library    10.7 and >    FULLY COMPLIANT
                             Oracle Assets                        10.7 and >    FULLY COMPLIANT
                             Oracle Automotive                    10.7 and >    FULLY COMPLIANT
                             Oracle Bills of Material             10.7 and >    FULLY COMPLIANT
                             Oracle Capacity Requirements         10.7 and >    FULLY COMPLIANT
                             Planning
                             Oracle Cash Management               10.7 and >    FULLY COMPLIANT
                             Oracle Cost Management               10.7 and >    FULLY COMPLIANT
                             Oracle Engineering                   10.7 and >    FULLY COMPLIANT
                             Oracle EDI Gateway                   10.7 and >    FULLY COMPLIANT
                             Oracle General Ledger                10.7 and >    FULLY COMPLIANT
                             Oracle Inventory                     10.7 and >    FULLY COMPLIANT
                             Oracle MPS/MRP                       10.7 and >    FULLY COMPLIANT
                             Oracle Order Entry                   10.7 and >    FULLY COMPLIANT
                             Oracle Payroll                       10.7 and >    FULLY COMPLIANT
                             Oracle Human Resource (HR)           10.7 and >    FULLY COMPLIANT
                             Oracle Product Configuration         10.7 and >    FULLY COMPLIANT
                             Oracle Project Accounting            10.7 and >    FULLY COMPLIANT
                             Oracle Purchasing                    10.7 and >    FULLY COMPLIANT
                             Oracle Quality                       10.7 and >    FULLY COMPLIANT
                             Oracle Sales and Marketing           10.7 and >    FULLY COMPLIANT
                             Oracle Sales Compensation            10.7 and >    FULLY COMPLIANT
                             Oracle Sales Force Automation        10.7 and >    FULLY COMPLIANT
                             Oracle Service                       10.7 and >    FULLY COMPLIANT
                             Oracle Shipping                      10.7 and >    FULLY COMPLIANT
                             Oracle Statutory Maternity Pay       10.7 and >    FULLY COMPLIANT
                             Oracle Statutory Sick Pay            10.7 and >    FULLY COMPLIANT
                             Oracle Supplier Scheduling           10.7 and >    FULLY COMPLIANT
                             Oracle Supply Chain Planning         10.7 and >    FULLY COMPLIANT
                             Oracle Training Administration       10.7 and >    FULLY COMPLIANT
                             Oracle Web Customers                 10.7 and >    FULLY COMPLIANT
                             Oracle Web Employees                 10.7 and >    FULLY COMPLIANT
                             Oracle Web Suppliers                 10.7 and >    FULLY COMPLIANT
                             Oracle Work in Process               10.7 and >    FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                            10


<PAGE>

Oracle Products and Year 2000 Compliance                           24 April 1998

<TABLE>
<CAPTION>
Table 3.4 - Oracle Applications Products - continued (2)
--------------------------------------------------------------------------------------------------------------------------------
     Product or Bundle          Product Components                 Compliant   Product / Bundle                See Note
                                                                    Version/
                                                                    Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>           <C>                             <C>    
Oracle Financial             Oracle Risk Manager                  3.5 and >     FULLY COMPLIANT                 3.6.155
Services Applications        Oracle Transfer Pricing              3.5 and >     FULLY COMPLIANT
                             Oracle Performance Analyzer          3.5 and >     FULLY COMPLIANT
                             Oracle Portfolio Analyzer            3.5 and >     FULLY COMPLIANT
                             Oracle Budgeting and Planning        3.5 and >     FULLY COMPLIANT
                             Oracle Market Manager                3.5 and >     FULLY COMPLIANT
                             Oracle Financial Data Manager        3.5 and >     FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
GEMMS                        Oracle GEMMS Complete System         4.1 and >     FULLY COMPLIANT                 N/A
                             Bundle
                             Oracle GEMMS Core System Bundle      4.1 and >     FULLY COMPLIANT
                             Oracle GEMMS Planning Bundle         4.1 and >     FULLY COMPLIANT
                             Oracle GEMMS Sales Management        4.1 and >     FULLY COMPLIANT
                             Oracle GEMMS Laboratory                                               
                             Management
                             Oracle GEMMS Process Operations      4.1 and >     FULLY COMPLIANT
                             Control
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                            11


<PAGE>

Oracle Products and Year 2000 Compliance                           24 April 1998

<TABLE>
<CAPTION>
Table 3.5 - Oracle Industry Applications Products

--------------------------------------------------------------------------------------------------------------------------------
   Product or Bundle           Product Components                 Compliant        Product / Bundle                See Note
                                                                   Version/
                                                                   Release
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>               <C>                             <C>
Oracle Government            Includes PO, GR, AP, AR              10.7 and >        FULLY COMPLIANT                 3.6.18
Financials
--------------------------------------------------------------------------------------------------------------------------------
Oracle US Federal            Includes PO, GR, AP, AR              1.0/10.7 and >    FULLY COMPLIANT                 3.6.19
Financials Localization
--------------------------------------------------------------------------------------------------------------------------------
Oracle UK Public Sector      Includes PO, GL, AP, AR, FA          10.7 and >        FULLY COMPLIANT                 3.6.20
Financials Localization
--------------------------------------------------------------------------------------------------------------------------------
Oracle Public Sector         N/A                                  1.0/10.7 and >    FULLY COMPLIANT                 3.6.21
Budgeting
--------------------------------------------------------------------------------------------------------------------------------
Oracle Grants Management     N/A                                  1.0/10.7 and >    FULLY COMPLIANT                 3.6.22
--------------------------------------------------------------------------------------------------------------------------------
Consumer Packaged Goods      IMI ESS                              5.1 and >         FULLY COMPLIANT                 3.6.23
(CPG)                        Trade Accounting                                       FULLY COMPLIANT
                             Manugistics - Demand and Supply      5.5 and >         FULLY COMPLIANT
                                           Planning
                             TSW Empac                            7.5 and >         FULLY COMPLIANT
                             Oracle Applications                  10.7 and >        FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Environmental         N/A                                  4.6 and >         PARTIALLY COMPLIANT (1)         3.6.24
--------------------------------------------------------------------------------------------------------------------------------
Oracle Health & Safety       N/A                                  ALL               FULLY COMPLIANT                 3.6.25
--------------------------------------------------------------------------------------------------------------------------------
Oracle Energy                General Ledger                       3.2.5 and >       FULLY COMPLIANT                 3.6.27
Financials                   Payables                             3.2.5 and >       FULLY COMPLIANT
                             Receivables                          3.2.5 and >       FULLY COMPLIANT
                             Assets                               3.2.5 and >       FULLY COMPLIANT
                             Inventory                            3.2.5 and >       FULLY COMPLIANT
                             Purchasing                           3.2.5 and >       FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Energy Upstream       Base                                 3.2.5 and >       FULLY COMPLIANT                 3.6.27
                             Revenue                              3.2.5 and >       FULLY COMPLIANT
                             Market Accounting                    3.2.5 and >       FULLY COMPLIANT
                             Production                           3.2.5 and >       FULLY COMPLIANT
                             Joint Interest Billing               3.2.5 and >       FULLY COMPLIANT
                             Authorization for Expenditure        3.2.5 and >       FULLY COMPLIANT
                             Regulatory Reporting                 3.2.5 and >       FULLY COMPLIANT
                             Integrator                           3.2.5 and >       FULLY COMPLIANT
                             First Purchaser                      3.2.5 and >       FULLY COMPLIANT
                             Materials Management                 3.2.5 and >       FULLY COMPLIANT
                             Land                                 3.2.5 and >       FULLY COMPLIANT
                             Supply                               3.3.1 and >       FULLY COMPLIANT
                             Marketing                            3.3.1 and >       FULLY COMPLIANT
                             Risk                                 3.3.1 and >       FULLY COMPLIANT
--------------------------------------------------------------------------------------------------------------------------------
Oracle Clinical              N/A                                  3.1 and >         FULLY COMPLIANT                 3.6.28
--------------------------------------------------------------------------------------------------------------------------------
Oracle Telecommunications    N/A                                  Rel11 and >       FULLY COMPLIANT                 3.6.29
--------------------------------------------------------------------------------------------------------------------------------
Oracle Energy Application    N/A                                  3.2 and >         FULLY COMPLIANT                 3.6.30
Suite
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                            12



<PAGE>


Oracle Products and Year 2000 Compliance                           24 April 1998

         3.6 Notes on Current Products


         3.6.1 Products that Do Not Manipulate Data

         These products do not carry out any data manipulation. Therefore, they
         are by their very nature, Year 2000 Compliant.


         3.6.2 The Oracle Server

         The Oracle Server is Year 2000 Compliant.

         Applications that use the Oracle RDBMS (Oracle7 and Oracle8 Server) and
         exploit the DATE data type (for date and/or date with time values) need
         have no concerns about their stored data when the year 2000 approaches.
         The Oracle7 and Oracle8 Server DATE datatype stores date and time data
         to a precision that includes a four digit year and a time component
         down to seconds (typically "YYYY:MM:DD:HH24:MI:SS").

         No operational problems are expected with the Oracle Server, networking
         and system management products. Oracle's Development Organization has
         conducted tests of various Year 2000 operational scenarios to verify
         that there is no impact to users at the turn of the century. These
         scenarios included tests of replication, point-in-time recovery,
         distributed transactions. System management and networking features
         across timezones/datelines/centuries.

         The Oracle RDBMS has always stored dates using a four digit year (the
         "OraDate" format), hence customers using the DATE data type should not
         have any application level problems. To facilitate year 2000 compliance
         for applications that use the two digit year format the Oracle7 and
         Oracle8 Server provides a special year format mask "RR". Using the "RR"
         format, any two digit year entered will be converted thus:
<TABLE>
<CAPTION>

               Current Year: last Two Digits       Two-Digit Year Specified              Year "RR" Format Returns
               <S>                                 <C>                                   <C>                                       
                            0-49                              0-49                       Current Century
                           50-99                              0-49                       One Century after current
                            0-49                             50-99                       One Century before current
                           50-99                             50-99                       Current Century
</TABLE>

         Therefore, regardless of the current century at the time the data is
         entered the "RR" format will ensure that the year stored in the
         database is as follows:

         If the current year is in the second half of the century (50-99)

         o    and a two-digit year between "00" and "49" is entered: This will
              be stored as a next century year. E.g., "02" entered in 1996 will
              be stored as "2002".
         o    and a two-digit year between "50" and "99" is entered: This will
              be stored as a current century year. E.g., "97" entered in 1996
              will be stored as "1997".

         If the current year is in the first half of the century (00-49)

         o    and a two-digit year between "00" and "49" is entered: This will
              be stored as a current century year. E.g., "02" entered in 2001
              will be stored as "2002".
         o    and a two-digit year between "50" and "99" is entered: This will
              be stored as a previous century year. E.g., "97" entered in 2001
              will be stored as "1997".

                               Issue:4.1.0.0.7                                13

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         The "RR" date format is available for inserting and updating DATE data
         in the database. It is not required for retrieval/query of data already
         stored in the database as Oracle has always stored the YEAR component
         of a date in it's four-digit form.

         Further details concerning the "RR" DATE format mask can be found in
         the Oracle Technical Bulletin Reference. 104296.626.

         3.6.2.1 Dates Stored in Character Data Types

         The "RR" date format will only work where the user application
         utilizes the Oracle DATE data type. Where applications use character
         strings in CHAR or VARCHAR2 data types, unless consideration was made
         at design time, the application will require modification to include
         routines to ensure that such dates are treated appropriately when
         affected by the change in century. For new applications, or when
         carrying out the modifications to ensure dates stored as character
         strings are Year-2000 compliant, it is advisable to convert such
         dates to use the Oracle DATE data type, thus ensuring year 2000
         compliance, or if this is not feasible then to store the dates in
         canonical form which is language and format independent, and which
         handles full years. For example "YYYY/MM/DD", plus if necessary the
         time element as "hh24"mi:ss". Dates stored in this form must be
         converted to the correct external format whenever they are displayed
         or received from users or other programs.

         The format "YYYY/MM/DD HH24:MI:SS" has the following advantages:

         o    It is language independent, i.e., the months are numeric
         o    It has the full four-digit year, so centuries are unambiguous
         o    The time is presented fully, the most significant elements occur
              first, so character based sorts operations sort the dates
              correctly.

         One disadvantage is that there is no support for dates BC.

         3.6.4 Oracle ODBC Drivers

         The Oracle Server information presented by Oracle Server Manager is
         obtained from the RDBMS via internally-issued SQL queries. Therefore,
         full compliance is inherent through the RDBMS compliance.

         3.6.5 Oracle ODBC Drivers

         The Oracle ODBC drivers use ODBC date and time data types that all
         include a four-digit year element.

         3.6.6 Oracle Enterprise Manager

         The Oracle Server information presented by Oracle Enterprise Manager is
         obtained from the RDBMS via internally issued SQL queries. Therefore,
         full compliance is inherent through the RDBMS compliance.

                               Issue:4.1.0.0.7                                14

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         3.6.7 Oracle Precompilers

         The Oracle Precompiler products are Year 2000 Compliant.

         The Oracle Precompiler products do not have pre-defined routines for
         manipulating date data, all such manipulation is provided by the
         developer in the 3GL code and calls to the server-side PL/SQL engine.
         Therefore, Year 2000 Date compliance is up to the developer to design
         and write the appropriate code. PL/SQL Version 1 does not support the
         "RR" or "RRRR" format masks therefore is not fully compliant.

         3.6.8 Oracle OLAP Server Products

         Express Server and Personal Express are Year 2000 Compliant. The
         internal mechanism for handling time dimensions and the "date" data
         type are based on the number of seconds from a fixed base date. The
         year 2000 has no special meaning, and is treated exactly like any other
         date. All functions for entering, storing, calculating, or displaying
         dates are identical to pre-2000 behavior.

         A second consideration is the handling of years to two-digit format,
         for example "97" to represent "1997." By default, a two-digit year is
         interpreted to be in the range 1950 to 2049, unless specified otherwise
         by means of the option YRABSTART. Thus "00" is interpreted, by default,
         as the year 2000.

         Given that every fourth year is a leap year, except century years
         (e.g., 1900) unless the year is divisible by 400 (e.g., 2000), Express
         treats the year 2000 as a leap year. A simple test is to create a time
         dimension, such as month, with values that include the month February
         2000. Using the function ENDOF (month), the result is 29FEB2000,
         demonstrating that 2000 is treated as a leap year.

         Express has a "date" data type which converts to day, month and year.
         This handles dates from Dec 31, 1899 to approximately the year 400,000.
         This is the primary way in which date data is stored in the database.

         Express also has a function that will return a date-time "stamp" to an
         Express program. This time stamp is typically used by applications to
         keep track of the order in which events occur. The stamp is returned as
         a 31 bit integer representing the number of seconds from a point in
         time (1950) which is the convention used on PC's. It runs out after the
         year 2036. However, all Express applications that use this stamp
         convert it to text which can handle any four-digit year (i.e., to
         9999). We will convert the date-time stamp function to return a large
         decimal number in a future release of our product. This number will
         handle beyond the year 4000 and since the text data into which it is
         stored can already handle any four-digit year it will not require any
         changes. We can do this transparently any time before the end of 2036,
         but will of course do it at a convenient point much, much sooner.

         3.6.9 Oracle RDB

         Oracle RDB is Year 2000 Compliant.

         Applications which use Oracle RDB and exploit the DATE, or TIMESTAMP
         data types need have no concerns about their stored data when the year
         2000 approaches. Oracle RDB stores the DATE (both SQL92 compliant and
         the VMS style) and TIMESTAMP containing the full year and century, and
         has done so since the first version which was released in 1984.

                               Issue:4.1.0.0.7                                15

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         Oracle RDB implements the majority of the date/time functionality as
         specified in the SQL92 SQL standard. Date comparisons using these types
         will naturally be immune to the change in century. In fact dates up to
         the year 9999 can be stored and manipulated in an RDB database.

         3.6.10 Developer/2000 Client/Server Development Tools

         The Developer/2000 Client/Server Development Tool set is Year 2000
         Compliant.

         Two special format masks for Text Items and Display Items are available
         - "RR" and "RRRR". These format masks implement the rules described
         above for the "RR" date format mask.

         The "RRRR" format mask allows a two digit year to be entered into a
         four-digit field and be automatically assigned to the correct century,
         dependent upon the rules described above for the "RR" date format mask.

         The reporting modules of Developer/20000 - Oracle Reports and Oracle
         Graphics are not really affected by the change in the century as they
         mainly retrieve data from the database which has the year stored in
         four-digit form. However, all facilities in these products that allow
         data manipulation in the database are Year 2000 Compliant.

         The Web Cartridge (Application Server for Developer/2000 Release
         1.4W) is Year 2000 Compliant.

         3.6.11 Discoverer/2000 Client Reporting Tools

         The Discoverer/2000 Client/Server Reporting Tool set is Year 2000
         Compliant.

         Both Oracle Data Query and Oracle Data Browser provide full compliance
         including the use of the "RR" year format mask for date data with a
         two-digit year component. Where either product is used to insert or
         update data in the database the appropriate century will be inserted
         when the "RR" format mask is used.

         3.6.12 Oracle OLAP Development and Analysis Tools

         All date-related functionality in Express Analyzer is reliant on
         Personal Express or Express Server. Therefore, the current production
         version of Express Analyzer is Year 2000 Compliant when used according
         to the documented instructions.

         Oracle Sales Analyzer Version 1.5 is Year 2000 Compliant. From
         Release 1.5 dates are stored in a four digit format.

         Oracle Sales Analyzer Release 1.5 will automatically upgrade databases
         created in earlier releases to use the four-digit year date format. All
         existing date values in the database, and all user defined objects
         (i.e., reports, graphs, custom measures, custom aggregates and saved
         selections), will be automatically upgraded to Release 1.5 format and
         will be usable in the year 2000. All calculations involving dates,
         including those that span 1999 and 2000, will be correctly handled. No
         intervention on the part of the DBA or the end-user will be required
         for the Release 1.5 upgrade or for handling the year 2000.

                               Issue:4.1.0.0.7                                16

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         Releases before Release 1.5 will not be usable later than December 31st
         1999. If Oracle Sales Analyzer Release 1.3 is used on 1st January 2000
         or later, errors will occur during the catalog integration process
         during database start-up.

         Oracle Financial Analyzer Version (current version - 4.8.01) is Year
         2000 Compliant.

         Oracle Financial Controller (current version 1.0) is Year 2000
         Compliant.

         EIS and Oracle Express Analyzer (Version 1.0) includes the following
         Year 2000 Compliant products:

         o     EIS DOS Version 4.5A
         o     EIS Windows Version 4.8
         o     EIS Windows Version 4.5A
         o     Oracle Express Analyzer Version 1.0

         However, during the installation process the current versions check the
         date of various DOS files and will not recognize "9x" as older than
         "00". This is an MS-DOS limitation in respect of file dates. Therefore,
         in the unlikely event that one of these versions are being installed
         after the Year 2000 then a workaround to this problem would be to
         temporarily set the system time back into the twentieth century while
         installing.

         The underlying Oracle Express technology is Year 20000 Compliant.

         Oracle Express Objects is Year 2000 Compliant from Version 2.0.

         3.6.13 Product has a Limited Calendar

         Will work and provide full compliance up until 2036.

         3.6.14 Oracle Power Objects

         Oracle Power Objects is Year 2000 Compliant. Where date data with a
         two-digit year component is used the appropriate century is calculated
         based upon the algorithms in the native operating system - namely
         Microsoft Windows. Eg. For Windows 95 this is similar to the
         algorithms used by Oracle for the "RR" year format, except that it
         takes plus and minus fifty years from "timenow" rather than the Year
         2000 as in the Oracle algorithm.

         3.6.15 Oracle Core Applications

         From Release 10.7, Smart Client, both GUI and Character Mode versions
         (where available) are fully Year 2000 Compliant.

         With Release 10.7 reports and character-mode forms still display
         two-digit years in most cases. However, the two-digit years are
         assigned to the appropriate century using the "RR" format mask (refer
         to Section 3.6.2). All date fields in 10SC forms already support
         four-digit years. As of Release 10.7, all concurrent programs fully
         support both 20th and 21st century dates.

         Releases prior to Release 10.7 are not fully Year 2000 Compliant.

                               Issue:4.1.0.0.7                                17

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         3.6.155 Oracle Financial Services Applications

         Form Release 3.5 the Oracle Financial Services Applications suite will
         be Year 2000 compliant. Although the Risk Manager application is able
         to forecast periodic buckets past the year 2099 the OFSA interface is
         not capable of displaying dates past 2099. Proper results for these
         calculations will be available in the results tables.

         3.6.16 Designer/2000 and CASE Products

         Designer/2000 provides full support where the generator's destination
         product has support for Year-2000 compliance. For example, when
         Developer/2000 modules are generated, full compliance is supported
         through the "RR" date format mask. When generating Visual Basic or C++
         modules, compliance must be provided by the application
         developer/programmer. The most straight forward method of proving such
         compliance is by utilizing four-digit year fields.

         The date related audit columns on the base tables used by Designer/2000
         are maintained by database triggers. Therefore, the database takes care
         of this issue. Designer/2000 simply displays date information. The
         presentation of all dates is determined by an ".ini" file variable
         (M.S. Windows 3.1) or a registry variable (M.S. Windows NT/95) and the
         default is DD Month YYYY. However, the user can, of course, change it.

         Furthermore, the process modeler does several calculations on dates to
         support its critical path analysis functionality. These calculations
         are done using M.S. Windows data type structures. This will not have
         any problems for the Year 2000 Date Change.

         3.6.17 Product and Platform Technologies

         MVS - there are several minor problems that IBM will fix before the end
         of 1996; no port-specific Oracle issues.

         Open Gateways - Providing that the target database stores dates using
         4-digit years, the Open Gateway family of products will handle the Year
         2000 correctly.

         Similar to Oracle7 Server and Oracle8 Server, the RR date format can be
         used against non-Oracle data to facilitate millennium support for
         applications that use 2-digit years. No application-level problems are
         expected due to Open Gateway issues, unless dates are stored in the
         non-Oracle database in INTEGER or CHARACTER fields (which is an
         application design issue).

         The Open Gateway documentation is being updated to include YEAR 2000
         considerations for each supported target database.

                               Issue:4.1.0.0.7                                18

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         Oracle Transparent Gateway for DB2

         The Oracle Transparent Gateway for DB2 - Installation and User's
         Guide from version 3.0.13 onward provides instructions for coding SQL
         statements appropriately to enter twenty-first century dates. This
         document provides specific instructions for dates in the 21st
         Century.

         Dates in the 21st Century

         There are two options for entering twenty-first century dates. However,
         to prepare for the twenty-first century, Oracle Corporation
         recommends you set the Oracle Server and gateway default to
         NLS_DATE_FORMAT parameter to a format including a four-digit year. Use
         one of these methods to enter twenty-first century dates:

         * use the TO_DATE function
              use any date format including a four character year field. Refer
              to the Oracle7 Server SQL Language Reference for the available
              date format string options.

         * use the NLS_DATE_FORMAT
              The NLS_DATE_FORMAT parameter defines a default format for Oracle
              explicit TO_DATE functions without a pattern and for implicit
              string to date conversions.

         It has always been documented in the DB2 Gateway manuals that the
         following NLS_DATE_FORMATs can be used without even having the DB2
         Local Date Exit installed since these formats are naturally accepted by
         DB2. Oracle Corporation encourages customers to select the following
         date formats as their Oracle default date format when using the Oracle
         Transparent Gateway for DB2:

         DB2 Format                 Mask/Pattern                Example
         ISO/JIS                    yyyy-mm-dd                   1996-12-31
         USA                        mm/dd/yyyy                  12/31/1996
         EUR                        dd.mm.yyyy                  31.12.1996

         We recommend that customers do not install the DB2 Local Date Exit and
         establish one of the three date formats listed above as their Oracle
         default date format. This will ensure that customers are always
         required to provide a four-digit year and will reduce any confusion or
         ambiguity.

         Oracle Transparent Gateway for EDA/SQL

         The Oracle Transparent Gateway for EDA/SQL is fully year 2000 compliant
         assuming the target data source and EDA/SQL Server store and transfer
         dates using 4-digit years. Customers using the Oracle Transparent
         Gateway for EDA/SQL can acquire Year 2000 compliance commitments
         directly from Information Builders Inc. Oracle Corporation recommends
         that customer obtain Year 2000 compliance directly from the target data
         source vendor.

         Dates in the 21st Century

         There are two options for entering twenty-first century dates. However,
         to prepare for the twenty-first century, Oracle Corporation recommends
         you set the Oracle Server and gateway default to NLS_DATE_FORMAT
         parameter to a format including a four digit year. Use one of these
         methods to enter twenty-first dates:

         * use the TO_DATE function
              use any date format including a four character year field. Refer
              to the Oracle7 Server SQL Language Reference for the available
              date format string options.

         * use the NLS_DATE_FORMAT
              The NLS_DATE_FORMAT parameter defines a default format for Oracle
              explicit TO_DATE functions without a pattern and for implicit
              string to date conversions.

                               Issue:4.1.0.0.7                                19

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

Oracle Transparent Gateway for DB2/400

         The Oracle Transparent Gateway for DB2/400 - provides instructions for
         coding SQL statements appropriately to enter twenty-first century
         dates. This document provides specific instructions for dates in the
         21st Century.

         Dates in the 21st Century

         There are two options for entering twenty-first century dates. However,
         to prepare for the twenty-first century, Oracle Corporation recommends
         you set the Oracle Server and gateway default to NLS_DATE_FORMAT
         parameter to a format including a four digit year. Use one of the these
         methods to enter twenty-first century dates.

         * use the TO_DATE function
              use any date format including a four character year field. Refer
              to the Oracle7 Server SQL Language Reference for the available
              date format string options.

         * use the NLS_DATE_FORMAT

              The NLS_DATE_FORMAT parameter defines a default format for Oracle
              explicit TO_DATE functions without a pattern and form implicit
              string to date conversions.

         Oracle Transparent Gateway for IBM DRDA

         The Oracle Transparent Gateway for IBM DRDA can provide full year 2000
         compliance if the appropriate NLS_DATE_FORMATs are specified and the
         DB2 Local Date Exit is not used.

         VM-VM/ESA Version 2.2.0 introduces Year 2000 support. Full
         information is available from IBM Web Page:
         http://vmdev.gpl.ibm.com/year2000/. There are no port specific Oracle
         issues.

         3.6.18 Oracle Government Financials

         This product is fully Year 2000 Compliant from Release 10.7 (the
         current version). N.B. This product will soon be named "Oracle Public
         Sector Financials".

         3.6.19 Oracle US Federal Financials Localization

         This product is fully Year 2000 Compliant from Release 10.7 (the
         current version).

         3.6.20 Oracle UK Pubic Sector Financials Localization

         Fully Year 2000 Compliant with version 10.7.

         3.6.21 Oracle Public Sector Budgeting

         This product is Year 2000 Compliant in first release on version 10.7
         release.

                               Issue:4.1.0.0.7                                20

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

Oracle Transparent Gateway for DB2/400

         3.6.22 Oracle Grants Management

         This product is Year 2000 Compliant in first release on version 10.7
         release.

         3.6.23 Consumer Packaged Goods (CPG)

         CPG release 2.3 will be Year 2000 "FULLY COMPLIANT".

         3.6.24 Oracle Environmental

         The current version of this product is not fully Year 2000 Compliant.
         However, Oracle intends to provide full compliance in a forthcoming
         release (Release: 4.6, anticipated availability: Spring 1998).

         3.6.25 Oracle Health and Safety

         This product is fully Year 2000 Compliant.

         3.6.26 Oracle Energy Financials

         Release 3.2 is Year 2000 Compliant.

         3.6.27 Oracle Energy Upstream

         The following modules of this product set are fully Year 2000 Compliant
         from Version 3.2.5 (the current version):

         o     Base
         o     Revenue
         o     Market Accounting
         o     Production

         The following modules of this product are Year 2000 Compliant from
         Version 3.2.5 Joint Interest Billing,--Authorization for Expenditure,--
         First Purchaser.

         Additional investigation will be required to understand the timetable
         for Year 2000 compliance for the ISP (Oracle Downstream) Application.

                               Issue:4.1.0.0.7                                21

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         3.6.28 Oracle Clinical

         Release 3.1 is Year 2000 Compliant.

         3.6.29 Oracle Telecommunications

         The financial applications that will be enhanced with Telco specific
         functionality will appear in Release 11, and will be Year 2000 "FULLY
         COMPLIANT". Currently, the core financials are sold into these markets.

         3.6.30 Oracle Energy

         The Oracle Energy Application Solution Suite will be Year 2000 "FULLY
         COMPLIANT" with Release 3.2, which is currently in controlled
         production and scheduled for general release in the 4th quarter of
         1997. All of the Energy Applications will be AOL compliant and
         compatible with the 10.7/Prod 16 applications. At this time we do not
         have an application solution suite that includes 3rd party
         applications. Our Revenue, Market Accounting, Production Allocation,
         JIB, AFE, Energy Extensions to the Financials will be Year 2000 "FULLY
         COMPLIANT".

         3.6.31 SQL*Plus

         DATE variables created using the ACCEPT command are stored as character
         strings. These variables can be seen using the DEFINE command. SQL*Plus
         script developers should make sure the stored character string is
         unambiguous by using a four (4) digit year format, that is,
         "DD-MON-YYYY".

         3.6.32 Discoverer Administration and User Edition

         With release 3.0.8 Discoverer satisfies all 5 criteria for full
         compliance with Year 2000, assuming that any specified dates have full
         YYYY specification.

         With release 3.1 Discoverer satisfies all 5 criteria for full
         compliance with Year 2000, even if years are specified with two digits
         (YY). Any date handling assumes that dates between 0-49 will be in the
         year 20xx, and any dates between 50-99 will assume the year 19xx.

                               Issue:4.1.0.0.7                                22

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

4.0      Product Compliance-MATURE PRODUCTS

         This section provides information on mature products.

         The products mentioned in this section are products that are known to
         be in use by some customers at the time of writing and are either no
         longer supported under Oraclemetals support or are due to removed from
         that category.

<TABLE>
<CAPTION>
         Table 4.1 - Mature Products

         -----------------------------------------------------------------------------------------------------------
                                                 Version/
                   Product or Bundle              Release                Compliance            See Note
         -----------------------------------------------------------------------------------------------------------
         <S>                                     <C>                   <C>                          <C>  
         SQL*Forms Version 3.0 &                                       NOT COMPLIANT             4.2.1
         SQL*Menu Version 5.0
         -----------------------------------------------------------------------------------------------------------
         SQL*Forms Version 2.0/2.3                                     NOT COMPLIANT             4.2.2
         -----------------------------------------------------------------------------------------------------------
         SQL*ReportWriter Version 1.1                                  NOT COMPLIANT             4.2.3
         -----------------------------------------------------------------------------------------------------------
         SQL*Report Version 1.0 (RPT)                                  NOT COMPLIANT             4.2.4
         -----------------------------------------------------------------------------------------------------------
         Oracle Forms Version 4.0,                                     NOT COMPLIANT             4.2.10
         Oracle Reports 2.0 & Oracle
         Graphics 2.0 (CDE1)
         -----------------------------------------------------------------------------------------------------------
         Oracle RDBMS Version 6                                   PARTIALLY COMPLIANT (2)        4.2.5
         -----------------------------------------------------------------------------------------------------------
         Oracle Data Query Version 3.0                                 NOT COMPLIANT             4.2.6
         -----------------------------------------------------------------------------------------------------------
         Oracle Data Browser Version 1.0                              FULLY COMPLIANT            4.2.7
         -----------------------------------------------------------------------------------------------------------
         Oracle CASE/Dictionary Version 5.1                            NOT COMPLIANT             4.2.8
         -----------------------------------------------------------------------------------------------------------
         Oracle Core Applications Version 9                            NOT COMPLIANT             4.2.9
         -----------------------------------------------------------------------------------------------------------
</TABLE>

         4.2 Notes on Mature Products

         4.2.1 SQL*Forms Version 3.0, SQL*Menu Version 5.0

         These products are not Year 2000 Compliant. However, a significant
         level of compliance can be achieved by the use of date fields
         incorporating a four-digit year component. If fields incorporating a
         two-digit year component are used, then in order to ensure that the
         appropriate century is used when saving new or changed date data to the
         underlying database a workaround using a trigger would be necessary
         that calls a user written procedure or function that applies the
         appropriate algorithm.

         A suggested workaround is:

         In SQL*Forms 3.0, do the following to the DATE field:

         1. Change the data type to DATETIME.
         2. Use the format mask DD-MON-YY.
         3. Create an  On-Validate-Field  trigger that does the  following:
            (N.B.  this code reformats the DATE field named hiredate).

                               Issue:4.1.0.0.7                                23

<PAGE>
Oracle Products and Year 2000 Compliance                           24 April 1998

         DECLARE
              tempdate CHAR(9);
         BEGIN

              tempdate:= TO _CHAR(:hiredate, "DD-MON-YY");
              SELECT TO_DATE(tempdate, "DD-MON-YY")
              INTO:hiredate
              FROM dual;
         EXCEPTION
              WHEN VALUE_ERROR THEN
              MESSAGE ("invalid format DD_MON-YY");
              BELL;
              RAISE FORM_TRIGGER_FAILURE;
         END;

         Oracle Customer Support can provide Technical Bulletins that provides
         details of the use of the "RR" year format mask.

         4.2.2 SQL*Forms Version 2.3

         This product is not Year 2000 Compliant.

         4.2.3 SQL*ReportWriter Version 1.1

         This product is not Year 2000 Compliant.

         4.2.4 SQLl*Report (RPT) Version 1.0

         This product is not Year 2000 Compliant.

         4.2.5 Oracle RDBMS Version 6

         This product is partially Year 2000 Compliant. However, the only reason
         why it cannot be classified as fully compliant is due to the omission
         of a programmatic solution for defaulting the century when dates with a
         two-digit year element are used (i.e., the "RR" algorithm implemented
         in the Oracle7 Server and Oracle8 Server is not available in the Oracle
         RDBMS Version 6).

         Like the Oracle7 Server and Oracle8 Server, the Oracle RDBMS Version 6
         DATE datatype stores date and time to a precision that includes a
         four-digit year and a time component down to seconds (typically
         "YYYY:MM:DD:HH24:MI:SS").

         4.2.6. Oracle DataQuery Version 3.0

         This product is not Year 2000 Compliant.

                               Issue:4.1.0.0.7                                24

<PAGE>

Oracle Products and Year 2000 Compliance                           24 April 1998

         4.2.7 Oracle Data Browser Version 1.0

         Oracle Data Browser is Year 2000 Compliant.

         4.2.8 CASE/Dictionary Version 5.1

         This product is not Year 2000 Compliant.

         4.2.9 Oracle Core Applications Version 9

         This product is not Year 2000 Compliant.

         4.2.10 Oracle Forms 4.0, Oracle Reports 2.0 and Oracle Graphics 2.0
         (CDE1)

         These products are not Year 2000 Compliant. However, a significant
         level of compliance can be achieved - refer to the notes for SQL*Forms
         Version 3.0 and SQL*Menu Version 5.0 in Section 4.2.1.

                               Issue:4.1.0.0.7                                25

<PAGE>
                                 AMENDMENT TWO
                                    to the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                      SYSTEMS & COMPUTER TECHNOLOGY CORP.
                                      and
                              ORACLE CORPORATION



This document ("Amendment Two") amends the Oracle Alliance Agreement between
Systems & Computer Technology Corporation. (the "Alliance Member") and Oracle
Corporation ("Oracle") dated 5/31, 1998 (the "Agreement").

The Agreement is hereby amended as follows:

Service Bureau of Alliance Member

         A)   In addition to the rights granted under the Agreement and its
              Addendums and notwithstanding any other provisions of the
              Agreement or Addendums, the Alliance Member shall have the
              nonexclusive, non-transferable right to allow subscribers of
              Alliance Member's Single Point Utility Service Bureau
              ("Subscribers") located in to access and use the Oracle Programs
              with the Alliance Member's Programs, set forth below, to perform
              billing functions defined under the Banner Customer Management
              System, subject to the terms and conditions of the Agreement,
              the Addendums and this Amendment 2. The following conditions
              shall apply:

              * Subscribers must maintain key business rules and rates in a
              relatively static environment as established in the initial
              implementation of the Alliance Member Programs.

              * Subscribers may access and manipulate customer account
              data.

              * If Subscribers access the Service Bureau via the internet
              they may have "read-only" access (for viewing and querying)
              and they may update applications to input data.

              *  Subscriber may run standard reports as established in the
              initial implementation of the Alliance Member Programs.

              * Subscriber may create ad hoc reports against a set of data
              restricted to data included within the Alliance Member
              Programs.

 Oracle Programs                             Alliance Member Programs
 ---------------                             ------------------------
 Oracle Server - Enterprise Edition          BANNER Customer Management System
 Developer/2000
 Developer/2000 Server
 Programmer/2000
 Web Application Server


<PAGE>


         B)       Right of Access: Each Subscriber of Alliance Member shall
                  have the right to access the Programs listed above, either
                  remotely through a modem, or directly at the location of the
                  applicable Designated System on which the Alliance Member
                  has installed the applicable Programs. Prior to any use or
                  access by the Subscribers to the Programs listed above, each
                  Subscriber must execute a service bureau agreement with the
                  Alliance Member that sets forth terms and conditions of use
                  by such Subscriber. Such service bureau agreement will state
                  that the license for use granted is not perpetual.

         C)       Reporting: In addition to the reports required in Section 6
                  of the Agreement, the Alliance Member will report Service
                  Bureau account volume to Oracle thirty (30) days after the
                  last day of each month and provide payment of fees due to
                  Oracle with such report. Payment of fees can be paid in
                  aggregate. Alliance Member will be required to include the
                  breakdown of usage by their utility customer.

         D)       Pricing: Alliance Member will pay Oracle $7,500 annually as
                  the Service Bureau License Fee in addition to the fees set
                  forth below. The $7,500 annual fee will include the base
                  software for the Oracle Programs and Bronze support.
                  Alliance Member's financial obligations under the Agreement
                  begin to accrue from the first month the accounts are in
                  production. The pricing offered will be extended World Wide.

                  The following tiered usage pricing model will have a two (2)
                  year licensing term. Oracle agrees to hold the price for
                  individual Alliance Member subscriber accounts/contracts for
                  up to five years unless Alliance Member changes the rates it
                  charges its subscriber(s) during that time. (i.e. If
                  Alliance Member maintains its rates with a subscriber for a
                  three (3) year term, then Oracle will maintain its rates for
                  a three (3) year term for that individual subscriber. If
                  Alliance Member changes those rates, then Oracle will have
                  the right to renegotiate the rates it charges.) The
                  following break points on volume pricing are based on the
                  aggregated subscribers accounts, the break points on volume
                  pricing are:

                  1 - 99,999 accounts          @ $.06 per account per month
                  100,000 - 299,999 accounts   @  .05 per account per month
                  300,000 - 499,999 accounts   @  .045 per account per month 
                  500,000 - 749,999 accounts   @  .04 per account per month
                  750,000 - 999,999 accounts   @  .035 per account per month 
                  1 Mil. accounts or above     @  .03 per account per month

The following sets forth an example of how Oracle expects pricing on accounts
to occur:

                  Number of accounts = 100,000
                  Fee = .05/account/month
                  Monthly Cost = $5,000

In addition to the account fees described above, Oracle will credit the
$20,385 already paid (SCT PO#006472-00) toward current charges.

         E)       Support: Oracle will provide Bronze Support to the Alliance
                  Member; however, Alliance Member will provide the first line
                  of support to the Service Bureau Subscribers. Pricing for
                  support shall be as follows:

<PAGE>
                  Oracle will receive $1,800 in support fees per Subscriber of
                  the Alliance Member per year. In addition, Oracle will
                  receive the following fees based on the number of Subscriber
                  Accounts:

                  The following tiered usage support pricing model will have a
                  two (2) year licensing term. Oracle agrees to hold the price
                  for individual Alliance Member subscriber accounts/contracts
                  support for up to five (5) years unless Alliance Member
                  changes the rates it charges its subscriber(s) during that
                  time. (i.e. If Alliance Member maintains its rates with a
                  subscriber for a three (3) year term, then Oracle will
                  maintain its rates for a three (3) year term for that
                  individual subscriber. If Alliance Member changes those
                  rates, then Oracle will have the right to renegotiate the
                  rates it charges.) The following break points on volume
                  pricing are based on the aggregated subscribers accounts,
                  the break points on volume pricing are:


                  1 - 99,999 accounts          @ $.0114 per account per month
                  100,000 - 299,999 accounts   @  .0095 per account per month
                  300,000 - 499,999 accounts   @  .0086 per account per month
                  500,000 - 749,999 accounts   @  .0076 per account per month 
                  750,000 - 999,999 accounts   @  .0067 per account per month 
                  1 Mil. accounts or above     @  .0057 per account per month



Subject to the modifications herein, the Agreement shall remain in full force
and effect.

The Effective Date of this Amendment Two is 5/31, 1998.



SYSTEMS & COMPUTER                      ORACLE CORPORATION
TECHNOLOGY CORPORATION

By: /s/ Mike Chamberlain                By: /s/ Jeffrey M. Rosado
   -----------------------------            ------------------------------------


Name: Mike Chamberlain                  Name: Jeffrey M. Rosado
     ---------------------------              ----------------------------------


Title: President                        Title: Manager, Alliances Sales Support
      --------------------------              ----------------------------------


<PAGE>
[GRAPHIC OMITTED]

                         FULL USE SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998
(the "Agreement") and the terms set forth below.

1.       PROGRAM DISTRIBUTION
1.1      Sublicense of Programs and Terms
              The Alliance Member shall have the right to market and grant
         Sublicenses of Full Use Programs which are available in production
         release and listed on Oracle's Price List in effect at the time the
         Programs are ordered from Oracle to Sublicense to a Sublicensee;
         provided, however, the Alliance Member shall have no right to
         Sublicense any Programs designated as Oracle Applications Programs,
         Oracle Express Programs, Limited Production Programs, or other
         Programs specified by Oracle from time-to-time without the prior
         written consent of Oracle. The Alliance Member shall have the right
         to market and grant Sublicenses of Full Use Programs for use on
         Designated Systems in conjunction with the Integrated System to
         Sublicensees. Each copy of the Full Use Programs distributed shall be
         for the Sublicensee's own internal use in the Territory only on a
         single Designated System limited to a maximum number of Users.
              To acquire Programs for Sublicensing to Sublicensees, the
         Alliance Member shall order such Programs from Oracle. Each order
         shall specify the applicable Programs, maximum number of Users,
         computer/operating system configuration, fees, shipping location, and
         any other information required by Oracle for processing the order.
         Orders for Trial Sublicenses shall be clearly marked on the face of
         the Order Form.
1.2      Distribution under Oracle Agreement
              In addition to the Sublicense rights specified in Section 2.3.A
         of the Agreement and notwithstanding the terms of such Section and
         Section 2.3.B of the Agreement, the Alliance Member shall have the
         right to market and grant Sublicenses of Full Use Programs in
         conjunction with the Integrated System to Sublicensees under a
         standard Oracle Software License and Services Agreement in lieu of
         Sublicensing the Programs under a written Sublicense agreement.
              The Alliance Member may submit orders for Sublicenses to Oracle
         for its acceptance.
              With each such order, the Alliance Member shall submit a
         standard Oracle Software License and Services Agreement executed by
         the applicable Sublicensee, or shall reference on such order that the
         Programs will be licensed to the Sublicensee subject to an existing
         license agreement effective between the Sublicensee and Oracle (the
         "Oracle Agreement"). In addition, as part of the Oracle Agreement,
         the Alliance Member shall obtain the Sublicensee's written agreement
         that the ordered Programs and services are subject to the terms and
         conditions of the Oracle Agreement.

<PAGE>
              If the Sublicensee is a federal agency, the Alliance Member
         shall submit with each such order a written document executed by an
         authorized Sublicensee contracting officer which contains the
         following provision: "This is an open market order placed pursuant to
         terms identical to the terms and conditions of Oracle's General
         Services Administration (GSA) Schedule A Contract for Oracle Programs
         current as of the order date, with the exception of the maximum order
         limitations, discounts, maintenance, training units and other
         discounts specific to the applicable Oracle GSA Schedule. No other
         pre-printed or reference terms and conditions shall apply." This
         written document shall be deemed the applicable Oracle Agreement.
              For orders which include only shrinkwrapped Oracle Programs, the
         Oracle Agreement may consist of a written obligation by the
         Sublicensee to use the Programs under the terms of the shrinkwrap
         license agreement.
              The Alliance Member shall indemnify Oracle for any claims,
         damages, or losses arising from failure to obtain any Oracle
         Agreement.
              If the order specifies that the Programs are to be delivered to
         the Alliance Member, the Alliance Member shall have the right to
         re-deliver the Programs with their original packaging to the
         applicable Sublicensee.
1.3      Full Use Programs
              For the purposes of this Addendum, "Full Use Programs" shall
         mean unaltered versions of the Programs with all functions intact.
1.4      Value-Added Package
              For the purposes of this Addendum, "Integrated System" shall
         mean the hardware and software products having Value-Added which are
         developed, sold, and/or licensed with the Programs to a Sublicensee
         by the Alliance Member to satisfy such Sublicensee's internal
         business requirements and objectives. For purposes of the Agreement,
         the Integrated System will be regarded as the Alliance Member's
         Value-Added Package which is described in the attached Value-Added
         Attachment. The Integrated System shall be regarded as "Value-Added"
         if the following materials are provided as part of the Integrated
         System by the Alliance Member: (a) non-Oracle developed software; (b)
         customized programming or customized consulting; or (c) other
         computer products or components.

<PAGE>

1.5      Trial Sublicenses
              The Alliance Member shall be entitled to grant, at no charge, up
         to ten (10) temporary Trial Sublicenses of the Programs at any one
         time. Such Sublicenses shall be for evaluation purposes only and
         shall be for a period not to exceed thirty (30) days. The Alliance
         Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
         excess of thirty (30) days. Each such Trial Sublicense shall be
         Sublicensed under a Sublicense agreement which provides for such
         trial use or under an Oracle Trial License Agreement, as the
         applicable Oracle Agreement.
1.6      No Distributors
              the Alliance Member's right to market and grant Sublicenses of
         Full Use Programs hereunder shall be limited to the Alliance Member
         only. The Alliance Member shall not appoint any third party to
         distribute the Programs without Oracle's prior written consent.
1.7      Documentation
              Oracle shall deliver one copy of the applicable Documentation
         with each order of Programs for Sublicensing to Sublicensees.
2.       SUBLICENSE FEES
2.1      Sublicense Fees and Rate
              For each copy of the Programs Sublicensed by the Alliance
         Member, the Alliance Member agrees to pay Oracle a Sublicense fee
         equal to sixty percent (60%) of the applicable license fee for each
         such Program, as specified in the applicable Price List and Alliance
         Member Price List supplement to such Price List in effect at the time
         the applicable Programs are Sublicensed to a Sublicensee. The
         Sublicense fee shall be calculated effective on the date of the
         Sublicense, which shall be the date the Programs are shipped by
         Oracle or the effective date of the order to Oracle for such
         Programs, if no shipment is required.
              Fees for Sublicense of Programs shall be due and payable thirty
         (30) days from the invoice date. The Alliance Member shall not be
         relieved of its obligation to pay Sublicense fees owed to Oracle by
         the nonpayment of such fees by the Sublicensee. 
              On or after each anniversary during the Term of this Addendum,
         Oracle may amend the Sublicense fee percentage rate set forth above
         based on Oracle's then-current standard Sublicense fee percentage
         rate schedule and the actual amount of Sublicense fees received by
         Oracle hereunder.
2.2      Price List
              As set forth in the Agreement, the applicable Price List for
         determining Sublicense fees shall be the standard Price List in
         effect at the time the Program is Sublicensed to a Sublicensee.
         However, pricing for any federal agency, pursuant to terms and
         conditions identical to the terms and conditions of Oracle's GSA
         Schedule A Contract for Oracle Programs current as of the order date,
         shall be based on Oracle's published GSA Price List.
              Notwithstanding any other provision of this Agreement, if the
         Alliance Member issues a written Sublicense quote and such quote is
         accepted by the applicable Sublicensee, for a period of ninety (90)
         days after the date of submission of the quote to the Sublicensee,
         the fee applicable to the Programs identified in the quote shall be
         based on the Price List in effect on such date.
<PAGE>


2.3      Users
              The fees for Sublicense of a Program shall be based and priced
         on the applicable User Level for the maximum number of Users for such
         Program, as specified in the Price List. The Alliance Member shall
         have the right to Sublicense on any User basis specified in the Price
         List in effect at the time the applicable Program is Sublicensed to a
         Sublicensee.
3.       TERM
              This Addendum shall become effective on the Effective Date of
         this Addendum and shall be valid for three (3) years (the "Term"),
         unless terminated as provided in the Agreement. Any renewal of this
         Addendum shall be subject to renegotiation of terms and fees.
4.       TERRITORY
              The Alliance Member shall have the right to market and grant
         Sublicenses of Full Use Programs in the United States only (the
         "Territory").
5.       TECHNICAL SUPPORT
5.1      Technical Support for Sublicensees
              A Sublicensee may acquire Technical Support services for Full
         Use Programs Sublicensed under this Addendum from Oracle at Oracle's
         standard rates and fee in effect at the time such Technical Support
         services are ordered under an Oracle Technical Support Services
         Agreement or Oracle Agreement, as applicable.
5.2      Technical Support Fees
              Oracle agrees that the Alliance Member shall have the right to
         offer Oracle annual Technical Support services to Sublicensees in the
         United States that are currently acquiring Full Use Programs. The
         Alliance Member shall only offer Oracle Technical Support services
         with respect to the initial first year of Technical Support for a
         Sublicensed Program. The Alliance Member shall only offer Oracle
         annual Technical Support services to a Sublicensee provided that:
         A. Oracle receives from the Sublicensee an executed, standard Oracle
            Technical Support Services Agreement, Oracle Agreement, or other
            terms to govern the Technical Support services as agreed to in
            writing by Oracle and the Sublicensee;
         B. The Full Use Programs are currently Sublicensed by the Alliance
            Member;
         C. The Alliance Member pays Oracle its required Sublicense fee for
            the applicable Sublicensed Programs as provided under the
            Agreement, and the Alliance Member pays Oracle the applicable
            Technical Support services fees as set forth herein in advance;
         D. The Alliance Member's Sublicense of the Full Use Programs
            coincides with the agreement to provide Technical Support Services
            for such Programs; and
         E. The net Technical Support services fees represent new Technical
            Support revenue to Oracle.


                                      2

<PAGE>

              The Technical Support services fees payable by Alliance Member
         as provided above shall be Oracle's standard rates for such services
         as provided under the Price List in effect at the time the Technical
         Support services are ordered, discounted by ten percent (10%).
6.       SUBLICENSE REPORTS
              With each order for Programs for Sublicense to a Sublicensee,
         the Alliance Member shall send Oracle a report detailing for each
         Sublicensed Full Use Program: Sublicensee name, address, make/model
         and operating system of the Designated System, Full Use Programs,
         maximum number of licensed Users, whether the Sublicense is a Trial
         Sublicense, total Program fees and Technical Support Fees due to
         Oracle, and specific descriptions of the Integrated System and
         Value-Added.
7.       ADDITIONAL LICENSES
              During the Term, the Alliance Member may order production
         release versions of Oracle off-the-shelf Programs available as
         production release as of the Effective Date of this Addendum and
         listed on the Price List in effect as of such date. The license fee
         for Development Licenses shall be equal to Oracle's standard list
         license fees in effect when an order is placed. The Alliance Member
         shall have the right to order Programs for use as Marketing Support
         Licenses at no further charge to the Alliance Member. The Alliance
         Member may obtain Technical Support services from Oracle for such
         Programs under Oracle's applicable Technical Support fees and
         policies in effect when such services are ordered.


The Effective Date of this Addendum shall be 5/31/1998.

<TABLE>

<S>                                                 <C>   
Executed by the Alliance Member:                    Executed by Oracle Corporation:

Authorized Signature: /s/ Mike Chamberlain          Authorized Signature: /s/ Jeffrey M. Rosado
                      -----------------------                             -----------------------

Name: Mike Chamberlain                              Name: Jeffrey M. Rosado
      ---------------------------------------             ---------------------------------------


Title: President                                    Title: Manager, Alliances Sales Support
       --------------------------------------              --------------------------------------
</</TABLE>

ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97


                                      3
<PAGE>

                                 AMENDMENT ONE
                                    to the
                         FULL USE SUBLICENSE ADDENDUM
                                    To the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      and
                              ORACLE CORPORATION



This document ("Amendment One") amends the Full Use Sublicense Addendum between
Alliance Member and Oracle dated 5/31, 1998 (the "Addendum"). The Addendum
and this Amendment One are governed by the Oracle Alliance Agreement between the
Alliance Member and Oracle dated 5/31, 1998 (the "Agreement").

The Agreement and the Addendum is hereby amended as follows:

1.       In Section 1.1, add the following to the end of the first sentence:

         "such consent shall not be unreasonably withheld. Oracle will provide
         sixty (60) days notice of such action unless as otherwise required by
         law."

2. Delete the second paragraph of Section 1.2 and replace it with the following:

         "The Alliance Member may submit orders to Oracle for Sublicenses to be
         granted under a standard Oracle Agreement for its acceptance."

         At the beginning of the sixth paragraph of Section 1.2 add the
following:

         "In the event that the Alliance Member does not use an order form
         that specifies that the Sublicensee is acquiring its license to the
         Programs pursuant to the terms and conditions of an Oracle Agreement,
         then the"

3. In Section 1.4, the last line before clause "c", replace the word "and"
with the word "or".

4. In the second and third sentences of Section 1.5, delete the words 
"thirty (30)" and replace them with the words "ninety (90)".

5. Delete the last paragraph of Section 2.1 in its entirety.

6. Delete the second paragraph of Section 2.2 and replace it with the
following:

         "In addition, the terms of Section 8.14 (Price Protection) of the
         Agreement shall be incorporated by reference as if fully set forth
         herein."

7. In Section 3, replace "three (3) years" with "five (5) years" and
after "Effective Date", add the following "except for the pricing term for
Sublicense fees set forth in Section 2.1 above,"





<PAGE>

         Add the following as a new second sentence:

         "Oracle will provide Alliance Member with six (6) months prior
         written notice before the end of year three (3) and six (6) months
         before the end of year four (4) of its intention (if any) to increase
         the Sublicense Fees for year four (4) and year five (5) of the Term
         of this Addendum."

8. Delete the wording in Section 4 and replace it with the following:

                  "The Alliance Member shall have the right to market and
         grant Sublicenses of Programs with the Integrated System in all
         countries worldwide (the "Territory"), subject to the terms of this
         Section.
                  Oracle may from time to time deny the Alliance Member the
         right to Sublicense in certain countries in the Territory in order to
         protect Oracle's interests if, in the reasonable opinion of Oracle's
         counsel, such countries (i) do not provide adequate protection for
         Oracle's proprietary rights through copyright, trade secret, patent,
         or other laws; or (ii) have laws or regulation or the government has
         committed acts which in the opinion of Oracle's counsel, are
         injurious to Oracle's interests in the Programs. Such restriction
         shall apply to all members of Oracle's Alliance Program. In the event
         that Oracle does place a restriction on certain countries in the
         Territory, Oracle will allow the Alliance Member to complete any
         business transaction it has with such restricted country within sixty
         (60) days of such notification.
                  The Alliance Member acknowledges that the Programs are
         subject to export controls imposed on Oracle and the Alliance Member
         by the U.S. Export Administration Act, United States Departments of
         Commerce, Treasury, and State regulations and directives, and other
         United States law ("Export laws"). The Alliance Member certifies that
         neither the Programs nor any direct product thereof are (i) exported,
         directly or indirectly, in violation of Export laws; or (ii) are
         intended to be used for any purposes prohibited by the Export laws,
         including, without limitation, nuclear, chemical, or biological
         weapons proliferation. Furthermore, the Alliance Member shall not
         transfer the Programs outside of the territory for which the Alliance
         Member has Sublicense rights under this Agreement.
                  The Alliance Member warrants that it will not grant
         Sublicenses in or ship any Programs to a country until it has
         completed all necessary government formalities in such country and
         upon reasonable request by Oracle, the Alliance Member provides
         evidence of completion of such formalities to Oracle. The Alliance
         Member will indemnify Oracle for any losses, costs, liability, and
         damages incurred by Oracle as a result of a failure by the Alliance
         Member to comply with the necessary government requirements in any
         country. The obligations under this Section shall survive the
         expiration or termination of this Addendum. Upon Oracle's reasonable
         request, the Alliance Member shall make records available to Oracle
         to allow to confirm the Alliance Member's compliance with this
         Section."

9. In Section 5.1, after the words "Technical Support services" insert the
following:

         ", as stated in Section 1.8 of the Agreement,

10. Delete the body of Section 7 in its entirety and replace with the
following:

         "The Alliance Member shall have the right to order Programs for use
         as Marketing Support Licenses at no further charge to the Alliance
         Member."



<PAGE>

11. Add the following new Section at the end of Section 7:

         "8. Relationship Development Fund
         During the Term of this Addendum, Oracle may maintain a Relationship
         Development Fund (the "Relationship Development Fund") in amounts to
         be determined and agreed to by the parties in writing on a case by
         case basis, provided that in no case shall such amounts exceed a
         maximum of ten percent (10%) of the net license fees Oracle receives
         from Programs directly licensed by Oracle to end-users in the
         Territory as a direct result of the Alliance Member's marketing
         efforts. The calculation of such net license fees shall not include
         Programs Sublicensed by the Alliance Member under the Agreement.
         Oracle shall allocate credits into the Relationship Development Fund
         only if:

         1.       Oracle obtains from the end-user an Oracle Software License
                  and Services Agreement, or other terms to govern the
                  applicable software license as agreed to in writing by
                  Oracle and the end-user;
         2.       The Alliance Member provides to Oracle a completed Prospect
                  Form which is accepted in writing by Oracle at least five
                  (5) days prior to the date of license of the applicable
                  Programs, and the end user pays Oracle all required license
                  fees. Each Prospect Form shall remain in effect for ninety
                  (90) days from the date of acceptance by Oracle;
         3.       The Alliance Member's marketing efforts preceded the license
                  grant from Oracle; and
         4.       The end user pays Oracle for the applicable software licenses,
                  and the net license fees paid to Oracle by the end user
                  represents new revenue to Oracle.

                  The amount of money allocated to the Relationship
                  Development Fund shall be calculated based only on net fees
                  for perpetual software licenses as specified in the Prospect
                  Form, and shall not be based on Technical Support fees or
                  fees for other services or products provided to the end-user
                  by Oracle. Oracle reserves the right to withhold credit to
                  the Relationship Development Fund due to non-collectability
                  of revenues from the end-user or if the Alliance Member
                  employs marketing practices not approved by Oracle. A copy
                  of the Prospect Form is attached hereto as Exhibit A. The
                  parties hereby agree that Oracle shall allocate any and all
                  applicable sums to the Relationship Development within
                  thirty (30) days of receipt of the net license fees from the
                  end-user.

                  Oracle shall apply the credits in the Relationship
                  Development Fund towards reimbursing the Alliance Member for
                  the cost of trade shows, demonstration equipment, joint
                  seminars, marketing materials, collateral, product
                  brochures, Oracle Education, Oracle Services, Oracle Design
                  and Migration Services and any other marketing expenses
                  which, in Oracle's judgment, are reasonably related to the
                  license of Oracle Programs in conjunction with the sale of
                  the Alliance Member's products and services. Prior to
                  receiving credit for such expenses, the Alliance Member
                  shall submit to Oracle, for its acceptance, an RDF Claim
                  Form explaining the activity or service for which the
                  Alliance Member is seeking funding. Oracle reserves the
                  right, and its sole discretion, to refuse or reject any
                  request for funding from the Alliance Member's Relationship
                  Development Fund. Upon termination or expiration of the
                  Addendum, any unused credits in the Relationship Development
                  Fund shall be forfeited to Oracle."





<PAGE>

Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.

The Effective Date of this Agreement One is 5/31, 1998

SYSTEMS & COMPUTER                 ORACLE CORPORATION
TECHNOLOGY CORPORATION

By: /s/ Mike Chamberlain               By: /s/ Jeff M. Rosado
    ------------------------               -----------------------
Name:  Mike Chamberlain                Name:  Jeffrey M. Rosado

Title:  President                      Title:  Manager, Alliances Sales Support


<PAGE>

                            VALUE-ADDED ATTACHMENT

Description of Integrated System:

                  SCT Education Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

Banner2000(TM)

Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.

Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.

Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.

Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.

Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.

Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher
education administrators, the




<PAGE>


system offers timely billing and complete due diligence capabilities, helping
institutions lower default rates, significantly reduce collection costs, and
increase annual collections by as much as 20 percent. LMS can be fully
integrated with Banner2000(TM) systems to minimize record keeping and add a
level of efficiency and data integrity while activating security levels to
protect confidential information.

Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.

Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.

Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.

Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.

Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid--all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.

Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about



<PAGE>
admission and decision status, financial aid awards, course availability,
registration, account balances and payment options, schedules, grades,
transcripts, and campus maps.

EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.

Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.

SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.

Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.

Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.

Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.

Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.

Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.

SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective dating,
a graphical business process modeler, metrics, and access from SCT's popular
"Web for . . . " products.


<PAGE>


Plus2000(TM)

Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.

Plus2000 Financial Aid Management (FAM) --FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.

Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.

Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.

Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.

Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.

Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students








<PAGE>


gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.

Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
-- on campus or at home -- with easy, secure access to the adadministrative data
they need.

Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.

Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
-- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.

Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.

Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.

Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can







<PAGE>


scan resumes, attach the scanned document to a Plus2000 applicant, and route to
faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.

Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development, users
streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.

Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.

Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.

Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.

FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.

SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.

Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.


<PAGE>

                  SCT Government Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER(R) PRODUCTS:

Banner Courts
An advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.

The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.

The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.

The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.

The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.

The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.

The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.

Banner Cash Receipts
Banner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.

Banner Records Indexing
Banner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, accounts receivable, and document imaging. These features are
adaptable to an organization's policies and procedures.


<PAGE>

Banner Occupational Tax and License
The Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.

Banner Property Tax
The Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.

Banner Finance
Banner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.

Banner HR
Banner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.

PSAS PRODUCTS:

     Note: All PSAS products operate on the IBM AS/400 in native mode.

PSAS Financial
The PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.

PSAS Utility Customer Accounting
The PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.

PSAS Payroll
PSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.


<PAGE>

PSAS Records Indexing
PSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.


                                  
<PAGE>


         SCT Manufacturing & Distribution Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.

The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.


<PAGE>


                   SCT Utility Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.

BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.

BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
-- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.

BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.

BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.

BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.

The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.


<PAGE>

BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of customer service.
Based on Oracle(R) Webserver technology, this product allows two-way
communication with customers through a World Wide Web site. Web Access ensures
that customers can obtain account information in a secure environment, and
enjoy other informational services at low personnel costs to the utility. In
addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.

BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.

Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.

BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.

BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.

BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.

BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.

BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.


<PAGE>

BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.

SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.

Hardware Components:   N/A

Software Products Other Than Programs: See "Description of Integrated System"
above

Services to be provided by the Alliance Member: Consulting, Implementation,
Customized Programming, Training.
<PAGE>


                         Technical Support Attachment


ORACLE TECHNICAL SUPPORT SERVICES
                                                                               
Technical Support Fees

Technical Support fees are due and payable in advance of the term of Support.

Reinstatement Fees

In the event Technical Support services lapse or were never originally be
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.

Support Programs

Oracle Bronze Support

Oracle Bronze Support includes:

o     Real Time Telephone Technical Assistance
      o   5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
      o   Problem solving, bug reporting, documentation clarification, 
          technical guidance
o     Program updates
      o   Patches and fixes
      o   General maintenance releases
      o   Documentation updates
o     Support System dial-in access
o     Quarterly Support newsletter
o     Mail server access
      o   Read/Write access to Electronic Mail over the Internet
      o   Technical Assistance Requests can be opened, closed or updated
      o   General Communication with Oracle Worldwide Support

o     SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
      information 
      Oracle Electronic Support - Read/Write access to Oracle's
      private Support Forum on CompuServe**
      **   Customers will need to register with CompuServe to obtain CompuServe
           access. This service will be offered in the United States only.

Oracle Silver Support

Oracle Silver Support includes Oracle Bronze Support plus the following:

o     Real Time Telephone Technical Assistance
      o   Toll-free 800 number
      o   24 hours a day/7 days a week
o     SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
      information
o     Management reports - Faxed upon request
o     Proactive Alerts
      o   Contain known problem and problem resolution information
      o   Proactively faxed as applicable

Oracle Gold Support

Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:

o     Priority Reactive Support
o     Accountant Management
      o   Communication channels between Oracle and customer
      o   Status reports to customer and management
      o   Regular account reviews with customer
      o   Conduct all proactive planning activities
      o   Some first-line support
o     Foundation Proactive Services
      o   Patch Planning
      o   Version/Release Planning
      o   Alerts



<PAGE>

The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.

Basic Annual Support

Basic Annual Support includes:

o     Telephone Technical Assistance
      o   5:00 a.m. to 6:00 p.m. (Pacific Time) Monday through Friday
      o   Problem solving, bug reporting, documentation clarification, 
          technical guidance
o     Program updates and associated documentation
o     Support System dial-in access
      o   Log/Update/Review TARs
      o   Review Bugs
      o   Access Support Bulletin Board
o     Quarterly Support newsletter

Standard Support

Standard Support includes Basic Support plus the following:

o     Telephone Technical Assistance - 24 hours a day/7 days a week

Extended Support

Extended Support includes Standard Support plus the following:

o     Toll-free 800 number

Information Customers Need When Calling Support

Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:

o     The Customer Support Identification (CSI) number or PC registration
      number
o     The area code and phone number listed under the CSI number
o     Operating system (including version) on which Oracle Programs are
      installed
o     The Oracle product component and its version number the call concerns.
      Support questions involve product components that is, constituent parts
      of an Oracle product. For example, with the -- ORACLE kernel, Customer
      receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
o     The relevant Program version(s)
o     Any Program error number that appeared
o     Brief description of the problem
o     Severity of the problem. Oracle Worldwide Support classifies problems
      according to how they impact the Customer's business. See list below for
      explanation of Technical Assistance Request (TAR) Severity Levels.

Technical Assistance Request (TAR) Severity Levels

The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.

Severity Level

Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.

Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.

Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.

Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- information is requested but has no impact on the operation of the prproducts.

TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.

Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.


<PAGE>


Customer CPU Support Identification (CSI) Number

Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.

The CSI number identifies the Customer with respect to the following
information:

o     Company Name and Address
o     Product Set and Version
o     Support Level and Duration
o     Operating System
o     Technical Contact Information

Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-inaccess.

Technical Support Liaison ("Technical Contact")

Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.

To assure uninterrupted Technical Support service, customers must notify
Client Relations at (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.

Updates

"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.

Terms of Support

Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.

Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.

These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.

Termination

Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.

Phone Numbers and Address Information

Customer Support Hotline

(For Technical Support, Non-Technical Support, and Support Sales information)

415-506-1500

Technical Support Dial-in Number

RTSS Dial-in 415-598-9350

Technical Support Address

Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA  94065


<PAGE>

ORACLE*

                 ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
                        TO FULL USE SUBLICENSE ADDENDUM


This document (the "Attachment") is between Oracle Corporation ("Oracle ") and
the Alliance Member and shall be governed by the terms of the Full Use
Sublicense Addendum between the Alliance Member and Oracle effective 5/31, 1998 
(the "Addendum") and the terms set forth below.

The parties hereto agree to amend the Addendum as follows:

1.   Under the terms and conditions of the Addendum and this Attachment, the
     Alliance Member shall have the right to market and grant Sublicenses of
     Full Use Oracle Express Programs for installation and use in the United
     States only. The term "Oracle Express Programs" shall mean Programs which
     are designated solely as Oracle Express software by Oracle.

2.   Notwithstanding any other provision of the Addendum, for each Full Use
     Oracle Express Program Sublicensed by the Alliance Member, the Alliance
     Member agrees to pay Oracle a Sublicense fee equal to sixty percent (60%)
     of the applicable license fee for each such Program, as specified in the
     applicable Price List (as defined in the Addendum) and Business Alliance
     Program Price List supplement to such Price List in effect at the time
     the applicable Programs are Sublicensed to a Sublicensee.

3.   Oracle is subject to certain restrictions with respect to the
     distribution of Oracle Express Programs, and the Alliance Member's
     distribution of the Oracle Express Programs shall be consistent with such
     limitations. Notwithstanding any other provision of this Attachment, the
     Addendum or the Agreement, the Alliance Member and its Distributors shall
     not:

     A.   Sublicense Oracle Express Programs designated by Oracle as Oracle
          Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
          Corporation or any successor thereto;
     B.   Sublicense Oracle Express Programs to A.C. Nielsen Company, any
          subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
          attached hereto (which may be updated by Oracle from time to time
          upon notice to the Alliance Member), Efficient Market Services,
          Inc., or any successor thereto; and
     C.   Sublicense the Oracle Express Programs for use in a timesharing
          business.

     The Alliance Member shall indemnify Oracle for all claims, damages, or
     losses arising from any violation of this Section.

Other than the addition of the provisions above, the terms and conditions
of the Addendum remain unchanged and in full force and effect.

The Effective Date of this Attachment shall be 5/31/98.
<TABLE>
<CAPTION>
<S>                                              <C>  

Executed by the Alliance Member:                 Executed by Oracle Corporation:

Authorized Signature: /s/ Mike Chamberlain       Authorized Signature: /s/ Jeff M. Rosado
                      --------------------                             ------------------
NaName: Mike Chamberlain                           Name: Jeffrey M. Rosado

Title: President                                 Title: Manager, Alliances Sales Support

</TABLE>

<PAGE>
                     A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
                            AS OF JANUARY 31, 1997
<TABLE>
<CAPTION>
                                                                    STATE OR JURISDICTION
NAME                                                                  OF INCORPORATION:
----                                                                  -------------------
<S>                                                                     <C>
A.C. Nielsen Company                                                       Delaware
A.C. Nielsen (Argentina) S.A.                                              Delaware
         Control Publicitario S.A.                                         Argentina
         IPSA S.A.                                                         Argentina
         IPSA Nielsen Argentina S.A.                                       Argentina
A.C. Nielsen Ges.mbH                                                       Austria
         CMIS Coordinierte Management Informations
              Systeme Ges MbH                                              Austria
         ANR Piackutato Kft.                                               Hungary
A.C. Nielsen Company (Belgium) S.A.                                        Belgium
         A.C. Nielsen Corporation & Co. SNC                                Belgium
A.C. Nielsen do Brasil Ltda.                                               Brazil
         Compnhia Brasileira de Pesquisa a Analise                         Brazil
ACNielsen Canada Holding Ltd.                                              Canada
         ACNielsen Company of Canada Limited                               Canada
              Nielsen Korea Limited                                        Korea
A.C. Nielsen Chile Limitada                                                Chile
         A.C. Nielsen Chile S.A.                                           Chile
A.C. Nielsen de Colombia S.A.                                              Colombia
         Nielsen del Ecuador S.A.                                          Ecuador
ANR Amer nielsen Research Limited                                          Cyprus
AIM Nielsen A/S                                                            Denmark
         AIM Farmstat Aps                                                  Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy                  Finland
         A.C. Nielsen Finland Oy                                           Finland
              Finnpanel Oy                                                 Finland
A.C. Nielsen S.A.                                                          France
         ERIM S.A.                                                         France
         Panel de Gestion S.A.R.L.                                         France
Amer-Nielsen Research Hellas S.A.                                          Greece
A.C. Nielsen (Dublin) Limited                                              Ireland
A.C. Nielsen of Ireland Limited                                            Ireland
A.C. Nielsen Italia S.p.A.                                                 Italy
         C.R.A. S.r.l.                                                     Italy
              Telephanel S.A.                                              Italy
         SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l.     Italy
         Management Tools S.r.l.                                           Italy
Nielsen Japan K.K.                                                         Japan
A.C. Nielsen (N.Z.) Limited                                                New Zealand
         AGB McNair Group Ltd.                                             New Zealand
              Media Research Services Ltd.                                 New Zealand
         Market Research (NZ) Ltd.                                         New Zealand
ACNielsen Holdings Spain B.V.                                              The Netherlands
N&P Holdings Spain B.V.                                                    Spain
         A.C. Nielsen Company S.A.                                         Spain
              Infoadex S.A.                                                Spain
         Panel Internacional S.A.                                          Spain
A.C. Nielsen (Nederland) B.V.                                              The Netherlands
         A.C. Nielsen Polen B.V.                                           The Netherlands
              ANR Amer Nielsen Research Sp. z.o.o.                         Poland
              Nielsen Marketing Research spol, s.r.o.                      Czech Republic
              Nederland Centrum voor Marketing Analyses B.V.               The Netherlands
              South African L.P. (no official name)                        South Africa
              ZET-Nielsen Business Information A.S.                        Turkey
Nielsen Norge as                                                           Norway
A/S Norsk Reklame-Statistikk                                               Norway
A.C. Nielsen de Panama S.A.                                                Panama
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                        <C>
A.C. Nielsen Peru S.A.                                                     Peru
Nedro-Nielsen Estudios de Mercado, Lda.                                    Portugal
A.C. Nielsen P.R. Inc.                                                     Puerto Rico
A.C. Nielsen Singapore Pte. Ltd.                                           Singapore
A.C. Nielsen Company AB                                                    Sweden
A.C. Nielsen Management Services S.A.                                      Switzerland
A.C. Nielsen S.A.                                                          Switzerland
         Media Focus                                                       Switzerland
ACN/PIB Partners                                                           Connecticut
Nielsen Holdings, Inc.                                                     Delaware
Nielsen Leasing Corporation                                                Delaware
Panel International S.A.                                                   Delaware
A.C. Nielsen Company Limited                                               England
A.C. Nielsen (Holdings) Pty. Limited                                       Australia
A.C. Nielsen Australia Pty Limited                                         Australia
AGB McNair Holdings Pty. Limited                                           Australia
         AGB Research Holdings Pty. Limited                                Australia
              Tart Research Pty. Limited                                   Australia
              ABG McNair Pty. Limited                                      Australia
              McNair Anderson Assoc. Pty. Limited                          Australia
Marketing Insights Pty. Ltd.                                               Australia
Nandette Pty. Limited                                                      Australia
         Australian Independent Media Data Pty. Limited                    Australia
CZT/ACN Trademarks, L.L.C.                                                 Delaware
IMS Financial ACN Holding GmbH                                             Germany
ACN Marketing Research Holding GmbH                                        Germany
         A.C. Nielsen GmbH                                                 Germany
              A.C. Nielsen Werbeforschung S&P GmbH                         Germany
         "P&S" Handelsbertung GmbH                                         Germany
SRG Holdings Limited                                                       Hong Kong
SRG Management Services Limited                                            Hong Kong
         Research Consulting Services Ltd.                                 Hong Kong
         SRG China Ltd.                                                    Hong Kong
              Shanghai SRG Ltd.                                            China
         SRG International (HK) Ltd.                                       Hong Kong
         SRG Research Services (HK) Ltd.                                   Hong Kong
         Survey Research Hong Kong Ltd.                                    Hong Kong
         Survey Research Asia Pacific Ltd.                                 Hong Kong
              Survey Research Taiwan Ltd.                                  Taiwan
         Survey Research Group Ltd.                                        Hong Kong
              SRG Guangzhou Ltd.                                           China
         Survey Research Group Pte. Ltd.                                   Singapore
              SRG Research Canada Ltd.                                     Canada
                D.J. Calhoun Marketing & Development Ltd.                  Canada
                      Recherches en Marketing (Quebec) Inc.                Canada
              P.T. SRI Nielsen Indonesia                                   Indonesia
              SRG Japan K.K.                                               Japan
              Hankook Research Company                                     Korea
              Survey Research Malysia Sdn Bhd                              Malaysia
                Target Marketing Promotions Sdn Bhd                        Malaysia
              Consumer Pulse Inc.                                          Philippines
              Dealer Pulse Inc.                                            Philippines
              Media Pulse Inc.                                             Philippines
                     Philippine Monitoring Services Inc.                   Philippines
              Research Philippines Unisearch INC                           Philippines
              Survey Research Singapore Pte. Ltd.                          Singapore
              Deemar County Ltd.                                           Thailand
SRG International Ltd.                                                     New York

</TABLE>

<PAGE>
[GRAPHIC OMITTED]

                   APPLICATION SPECIFIC SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998_ (the
"Agreement") and the terms set forth below.

1.       SUBLICENSES
1.1      Sublicense Programs and Terms
              The Alliance Member may only Sublicense Application Specific
         Deployment Programs for which the Alliance Member has previously
         acquired a Supported Development License for the applicable Designed
         System. Notwithstanding any other provision of this Agreement, the
         Alliance Member shall have no right to Sublicense Programs designated
         as Oracle Applications Programs, Oracle Express Programs, Limited
         Production Programs, or other Programs specified by Oracle from
         time-to-time without the prior written consent of Oracle.

              The Alliance Member shall have the right to market and grant
         Sublicenses of Application Specific Deployment Programs under the
         conditions set forth in the Agreement and under the following
         restrictions: 

         A.   Sublicense Application Specific Deployment Programs with the
              Application Program in the Application Package for use on
              Designated Systems to Sublicensees. Each copy of the
              Application Specific Deployment Programs distributed shall be 
              for the Sublicensee's own internal use in the Territory only 
              on a single Designated System limited to a maximum number of 
              Users; and 

         B.   Make and deliver to the Sublicensee a single copy of the
              Application Specific Deployment Programs in the Application
              Package for each Sublicense granted.

              The Alliance Member shall use all practical means available,
         both contractual and technical, to control the restricted use of each
         Application Specific Deployment Program Sublicense. If a Sublicensee
         uses the Application Specific Deployment Program beyond the limited
         functionality described in Section 1.2 hereof, the Alliance Member or
         Distributor shall immediately notify the Sublicensee of such
         unauthorized use and if the Sublicensee fails to discontinue such
         unauthorized use following notification either terminate the
         Sublicense or forward to Oracle one hundred percent (100%) of the
         applicable Full Use standard Program license fees in effect at the
         time the payment is made to Oracle together with a written request by
         the Sublicensee for a Full Use Program license from Oracle. Oracle
         must approve, in writing, the Sublicensee's request before continued
         use of the Programs by the Sublicensee shall be deemed authorized.

1.2      Application Specific Deployment Programs
              For the purposes of this Addendum, "Application Specific
         Deployment Program(s)" shall mean Programs which are limited to use
         solely for the purpose of executing a version of the Alliance
         Member's Application Package that has been modified with Full Use
         Programs or Development Licenses if such version operates within the 
         definition of such Application Package as described in the Application 
         Package Attachment. Application Specific Deployment Programs may 
         not be used to build or modify reports or applications. "Full Use 
         Programs" shall mean unaltered versions of the Programs with all 
         functions intact.
<PAGE>

1.3      Value-Added Package
              For the purposes of this Addendum, "Application Program(s)"
         shall mean the Alliance Member's value-added application software,
         described in the attached Application Package Attachment with which
         the Application Specific Deployment Programs are to be coupled.
         "Application Package(s)" shall mean the Application Specific Deployment
         Programs coupled with the Application Programs. For purposes of the
         Agreement, the Application Program shall be regarded as the Alliance
         Member's Value-Added Package.

1.4      Trial Sublicenses
              The Alliance Member and its Distributors shall be entitled to
         grant, at no charge, up to a maximum combined total of ten (10)
         temporary Trial Sublicenses of the Application Package at any one
         time. Such Sublicenses shall be for evaluation purposes only and
         shall be for a period not to exceed thirty (30) days. The Alliance
         Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
         excess of thirty (30) days. Each such Trial Sublicense shall be
         Sublicensed under a Sublicense agreement which provides for such
         trial use.

1.5      Distributors
              Oracle grants the Alliance Member the right to appoint third
         parties ("Distributors") to market and Sublicense the Application
         Specific Deployment Programs in the Territory, under the terms of the
         Agreement and this Addendum. However, Distributors shall have no
         right to make copies of the Programs for Sublicensing and shall
         obtain all such Programs from the Alliance Member. Each Distributor
         shall execute a written agreement with the Alliance Member binding
         the Distributor to provisions substantially similar to those
         contained in Sections 2.3, 2.4, 2.5, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5,
         7.2.D, 7.5, 8.1, 8.2, 8.3, 8.5, 8.7, 8.9, 8.10, and 8.11 of the
         Agreement and to those contained in Sections 1 (except 1.5), 3, 4, 5,
         and 6 of this Addendum. Each obligation of the Alliance Member under
         such provisions shall also be applicable to each Distributor. Each
         Distributor agreement shall also contain any other provisions
         necessary for the Alliance Member to satisfy its commitments under
         the Agreement. The Alliance Member shall notify Oracle promptly in
         writing of the appointment of each such Distributor.

              In addition, the Alliance Member shall keep executed Distributor
         agreements and records of the Distributor information required under
         the Alliance Member's Sublicense reports, and shall allow Oracle to
         inspect such information as specified under the Agreement. The 
         Alliance Member will defend and indemnify Oracle against all damages 
         to Oracle caused by the Distributors' failure to include the required 
         contractual terms set forth in Section 2.3.B of the Agreement in each 
         Sublicense agreement. The Alliance Member agrees to enforce the terms 
         of its Distributor agreements required under this Section so as to 
         effect a timely cure of any Distributor breach, and to notify Oracle 
         of any known breach of such terms.
<PAGE>

1.6      Documentation
              The Alliance Member shall be responsible for providing
         documentation for Sublicensees. The Alliance Member shall have the
         right to incorporate portions of the Documentation into the Alliance
         Member's documentation, subject to the provisions of Section 8.2 of
         the Agreement.

2.       SUBLICENSE FEES
2.1      Sublicense Fees and Rate
              For each copy of the Programs Sublicensed by the Alliance Member
         or its Distributor in the Application Package, the Alliance Member
         agrees to pay Oracle a Sublicense fee equal to forty five percent
         (45%) of the applicable license fee for each such Program, as
         specified in the applicable Price List and Alliance Member Price List
         supplement to such Price List in effect at the time the applicable
         Programs are Sublicensed.

              As further specified in Section 6 of this Addendum, Sublicense
         fees shall be due and payable within twenty (20) days of the last day
         of each month. The Alliance Member shall not be relieved of its
         obligation to pay Sublicense fees owed to Oracle by the nonpayment of
         such fees by the Sublicensee.

              On or after each anniversary during the Term of this Addendum,
         Oracle may amend the Sublicense fee percentage rate set forth above
         based on Oracle's then-current standard Sublicense fee percentage
         rate schedule and the actual amount of sublicense fees received by
         Oracle hereunder.

2.2      Price List for Sublicenses
              Notwithstanding any other provision of the Agreement, the
         applicable Price List for determining Sublicense fees shall be the
         standard Price List in effect at the time the Application Package is
         Sublicensed.

              Notwithstanding any other provision of this Agreement, if the
         Alliance Member issues a written Sublicense quote and such quote is
         accepted by the applicable Sublicensee, for a period of ninety (90)
         days after the date of submission of the quote to the Sublicensee,
         the Sublicense fee applicable to the Programs identified in the quote
         shall be based on the Price List in effect on such date.

2.3      Users
              The Sublicense fees for a Program shall be based and priced on
         the applicable User Level for the maximum number of Users for such
         Program, as specified in the Price List. The Alliance Member shall
         have the right to Sublicense Programs on any User basis specified in
         the Price List in effect at the time the applicable Program is
         Sublicensed.

3.       TERM
              This Addendum shall become effective on the Effective Date of
         this Addendum and shall be valid for three (3) years (the "Term")
         from the Effective Date, unless terminated as provided in the
         Agreement. Any renewal of this Addendum shall be subject to
         renegotiation of terms and fees.
<PAGE>

              Unless the expiration or termination is for default by the
         Alliance Member, the Alliance Member may continue using the release
         of the Programs then in the Alliance Member's possession on the
         Designated Systems for which Development Licenses were granted,
         solely for the purpose of continuing technical support for
         Sublicenses granted prior to termination. Such continued use of the
         Programs shall be subject to all the provisions of this Agreement,
         including, without limitation, payment of the Technical Support Fees
         specified herein.

4.       TERRITORY
              The Alliance Member shall have the right to market and grant
         Sublicenses of Programs in the United States only (the "Territory").

5.       TECHNICAL SUPPORT
5.1      Technical Support for Sublicensees
         A. Installation
              The Alliance Member or its Distributors will be responsible for
         any assistance needed to install the Application Package at
         Sublicensee sites.

         B. Sublicensing Support
              The Alliance Member is responsible for providing all technical
         support, training and consultations to its Sublicensees and
         Distributors. In consideration of the payments specified in Section
         5.2, the Alliance Member shall have the right to use the Oracle
         Technical Support services acquired for its Supported Development
         Licenses to provide technical support services to its Sublicensees as
         further set forth in the Agreement. The Alliance Member shall
         continuously maintain Oracle Technical Support services for the
         Development Licenses during which the Alliance Member provides
         technical support services to any Sublicensees. Any questions from
         the Alliance Member's Sublicensees or Distributors will be referred
         by Oracle to the Alliance Member.

5.2      Technical Support Fees
              For Technical Support services for Sublicensees, each year the
         Alliance Member agrees to pay Oracle annual Technical Support Fees
         for each Application Specific Deployment Program Sublicensed under this
         Addendum, a previous Alliance Member Addendum, or previous
         distribution agreement between the parties hereto where the
         Sublicensee received technical support services for such Application
         Specific Deployment Program during the applicable support period from
         the Alliance Member. If the Sublicensee has not continuously
         maintained Technical Support services from the earlier of the date
         of Sublicense or the date of shipment, the Alliance Member shall be
         required to reinstate lapsed Technical Support services for the
         applicable Sublicense at the fees set forth in this Section.

              Annual Technical Support Fees for a Program shall be equal to
         the applicable Technical Support Percentage Rate specified below,
         corresponding to the highest Technical Support Services level
         specified below for any Development License used under this Addendum,
         of the cumulative Sublicense fees accrued to Oracle for a Sublicensed
         Program supported by the Alliance Member.

         Technical Support          Technical Support
         Services Level             Percentage Rate
         --------------             ---------------
         Bronze                             16%
         Silver                             19%
         Gold                               26%

                                      2
<PAGE>

         In addition, the Alliance Member shall pay reinstatement charges to
         reinstate lapsed Technical Support services at an amount equal to the
         applicable Technical Support Percentage Rate specified above,
         corresponding to the highest Technical Support Services level
         specified below for any Development License used under this Addendum,
         of the cumulative Sublicense fees accrued to Oracle for the
         Sublicensed Program multiplied by the number of years for which
         Technical Support services have lapsed. For example, if the period of
         lapse was 2.5 years, the Alliance Member has acquired Bronze
         Technical Support services for its Development Licenses in the
         Technical Support renewal year, and the original Sublicense fee for
         the Program was $100, then the reinstatement fee would be calculated
         as follows: 16 X $100 X 2.5.

              Upon December 31 of each year, the Alliance Member shall 
         provide Oracle a report setting forth all of the Alliance Members'
         Sublicenses and those Sublicensed Programs which were supported by
         the Alliance Member during the calendar year. The report shall also
         include the applicable Technical Support Fees and reinstatement fees
         due and payable to Oracle for such calendar year. The Alliance Member
         shall provide Oracle with payment of all Technical Support Fees and
         reinstatement fees for such calendar year required under the
         applicable December 31 report with such report in the form of a check
         made out in the amount of such fees. All Technical Support Fees paid
         to Oracle are noncancelable and nonrefundable.

              On or after each anniversary during the Term of this Addendum, 
         Oracle may amend the Technical Support Percentage Rates set forth 
         above based on Oracle's then-current standard Technical Support 
         percentage rate schedule.

6.       SUBLICENSE REPORTS
              Within twenty (20) days of the last day of each and every month,
         the Alliance Member shall send Oracle a report detailing for that
         month: 

         A. For each Sublicensed Application Package shipped during the prior
         month, Sublicensee name, address, make/model and operating system of
         the Designated System, date of shipment, Application Specific
         Deployment Programs shipped, maximum number of licensed Users,
         whether the Sublicense is a Trial Sublicense, and total Sublicense
         fees and Technical Support Fees due to Oracle;
         B. For each Application Program licensed to end-users to be used with
         previously installed software licensed by Oracle in conjunction with
         the Application Program, Sublicensee name, address, make/model and
         operating system of the computer, and date of installation; and
         C. The Distributor agreements executed during the prior month,
         including names and addresses of the Distributors.

              The Alliance Member shall require its Distributors to report
         this information to the Alliance Member on a monthly basis and will
         include it in the report for the month in which the Alliance Member
         received the information. The Alliance Member shall provide Oracle
         with payment of all fees required under the monthly report with such
         report in the form of a check made out in the amount of such fees.

7.       ADDITIONAL LICENSES
              During the Term, the Alliance Member may order production
         release versions of Oracle off-the-shelf Programs available as
         production release as of the Effective Date of this Addendum and
         listed on the Price List in effect as of such date. The license fee
         for Development Licenses shall be equal to Oracle's standard list
         license fees in effect when an order is placed. The Alliance Member
         shall have the right to order Programs for use as Marketing Support
         Licenses at no further charge to the Alliance Member. The Alliance
         Member may obtain Technical Support services from Oracle for such
         Programs under Oracle's applicable Technical Support fees and
         policies in effect when such services are ordered.

<PAGE>

The Effective Date of this Addendum shall be           5/31/1998
                                              ---------------------------------


<TABLE>
<CAPTION>
Executed by the Alliance Member:                    Executed by Oracle Corporation:
<S>                                                <C>  
Authorized Signature: /s/ Mike Chamberlain          Authorized Signature: /s/ Jeffrey M. Rosado
                      --------------------                                ---------------------
Name:    Mike Chamberlain                           Name:    Jeffrey M. Rosado
       -----------------------------------                  -----------------------------------
TiTitle:   President                                  Title:   Manager, Alliances Sales Support
       -----------------------------------                  -----------------------------------
</</TABLE>
                                            
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97


                                      3
<PAGE>

                                 AMENDMENT ONE
                                    to the
                   APPLICATION SPECIFIC SUBLICENSE ADDENDUM
                                    to the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      and
                              ORACLE CORPORATION



This document ("Amendment One") amends the Application Specific Sublicense
Addendum between the Alliance Member and Oracle dated May 31, 1998 (the
"Addendum"). The Addendum and this Amendment One are governed by the Oracle
Alliance Agreement between the Alliance Member and Oracle dated May 31, 1998,
1998 (the "Agreement").

The Agreement is hereby amended as follows:

1.   Throughout the entire Addendum, replace "Deployment" with Full Use".

2.   In Section 1.1, add the following to the end of the first sentence:

     "such consent shall not be unreasonably withheld. Oracle will provide
     sixty (60) days notice of such action unless as otherwise required by
     law."

3.   Delete the wording in Section 1.2 and replace it with the following:

     "For the purposes of this Addendum, "Application Specific Full Use
     Program(s)" shall mean Programs which shall be limited to using and
     developing in conjunction with the Alliance Member's Application Program.
     Each Application Specific Full Use Program licensed under this Addendum
     may only be used with the Application Program and may not be used with
     other application programs. The Sublicensee may not use the Application
     Specific Full Use Programs to create any additional applications, or for
     any purpose other than implementation, modification, and support of the
     Application Program. The Sublicensee may use the Application Specific
     Full Use Programs to customize the Application Program as required,
     including changing forms through the use of SQL* Forms and creating and
     altering tables that the Application Program uses. The Application
     Specific Full Use Program Sublicensee may not use the Programs to expand
     the Application Program beyond the scope provided and supported by the
     Alliance Member. "Full Use Programs" shall mean unaltered versions of the
     Programs with all functions intact."

4.   In the second and third sentences of Section 1.4, delete the words
     "thirty (30)" and replace them with the words "ninety (90)."

5.   In the 6th line of the 2nd paragraph of Section 1.5, add "upon reasonable
     notice to the Alliance Member" after "Agreement."

6.   Add the following to the end of Section 1.6:

     "The Alliance Member can make copies of the Documentation equal to the
     number of Sublicensees for distribution to its Sublicensees or make
     unlimited copies for incorporation into its documentation, or may

<PAGE>

     purchase additional copies of Documentation from Oracle at a forty
     percent (40%) discount off of the price for such Documentation set forth
     in the applicable Oracle Price List in effect at the time the
     Documentation is purchased."

7.   In the second paragraph of Section 2.1, delete the first sentence and
     replace with the following:

     "As further specified in Section 6 of this Addendum, Sublicense fees
     shall be due and payable within thirty (30) days of the last day of the
     month in which the Sublicense was granted, except as specified
     immediately below."

     Delete the third paragraph in its entirety.

     Add the following as a new 3rd paragraph:

     The Alliance Member may alternatively order Application Specific Full Use
     Programs to be inventoried by Alliance Member and later sublicensed, as
     necessary, to a Sublicensee. In this instance, Alliance Member will
     specify on the Order Form that the Programs are to be placed in inventory
     and shall pay only a mutually agreed media charge until a Sublicense is
     granted with respect to such Programs. When a previously inventoried
     program is Sublicensed by Alliance Member, it shall pay such Sublicense
     fees as set forth above and in Section 6 of this Addendum. In addition to
     the above, the Alliance Member may, at its discretion, make copies of the
     Programs for distribution to Sublicensees.

8.   Delete the second paragraph of Section 2.2 and replace it with the
     following:

     "In addition, the terms of Section 8.14 (Price Protection) of the
     Agreement shall be incorporated by reference as if fully set forth
     herein."

9.   In Section 3, replace "three (3) years" with "five (5) years."

     Add the following as a new second sentence:

     "Oracle will provide Alliance Member with six (6) months prior written
     notice before the end of year three (3) and six (6) months before the end
     of year four (4) of its intention (if any) to increase the Sublicense
     Fees for year four (4) and year five (5) of the Term of this Addendum."

10.  In Section 3, add the following as a new last paragraph:

           "Upon the termination or expiration of this Agreement, unless the
     Alliance member's Development Licenses are terminated for cause
     hereunder, the Alliance Member may continue to receive Technical Support
     from Oracle for such Development Licenses, including upgrades, under the
     fees and policies which then generally apply to Oracle's alliance
     member's at large. In addition, upon the termination of this agreement or
     expiration of this Agreement for reasons other than for the Alliance
     Member's material breach of one or more of the terms relating to the
     Alliance Member's rights and obligations with respect to the grant of and
     payment for Sublicenses hereunder, the Alliance Member may continue to
     provide technical support for all Sublicenses granted prior to expiration
     or termination of this Agreement. Such Technical Support may be purchased
     by the Alliance Member following termination under the fees and policies
     which then generally apply to Oracle's alliance member's at large."


<PAGE>

11.  Delete the wording in Section 4 and replace it with the following:

               "The Alliance Member shall have the right to market and
     grant Sublicenses of Programs with the Integrated System in all
     countries worldwide (the "Territory"), subject to the terms of this
     Section. Oracle may from time to time deny the Alliance Member the
     right to Sublicense in certain countries in the Territory in order to
     protect Oracle's interests if, in the reasonable opinion of Oracle's
     counsel, such countries (i) do not provide adequate protection for
     Oracle's proprietary rights through copyright, trade secret, patent,
     or other laws; or (ii) have laws or regulations or the government has
     committed acts which in the opinion of Oracle's counsel, are injurious
     to Oracle's interests in the Programs. Such restriction shall apply
     to all members of Oracle's Alliance Program. In the event that Oracle
     does place a restriction on certain countries in the Territory,
     Oracle will allow the Alliance Member to complete any business
     transaction it has with such restricted country within sixty (60)
     days of such notification.

            The Alliance Member acknowledges that the Programs are subject to
     export controls imposed on Oracle and the Alliance Member by the U.S.
     Export Administration Act, United States Departments of Commerce,
     Treasury, and State regulations and directives, and other United States
     law ("Export laws"). The Alliance Member certifies that neither the
     Programs nor any direct product thereof are (i) exported, directly or
     indirectly, in violation of Export laws; or (ii) are intended to be used
     for any purposes prohibited by the Export laws, including, without
     limitation, nuclear, chemical, or biological weapons proliferation.
     Furthermore, the Alliance Member shall not transfer the Programs outside
     of the territory for which the Alliance Member has Sublicense rights
     under this Agreement.

              The Alliance Member warrants that it will not grant
     Sublicenses in or ship any Programs to a country until it has
     completed all necessary government formalities in such country and
     upon reasonable request by Oracle, the Alliance Member provides
     evidence of completion of such formalities to Oracle. The Alliance
     Member will indemnify Oracle for any losses, costs, liability, and
     damages incurred by Oracle as a result of a failure by the Alliance
     Member to comply with the necessary government requirements in any
     country. The obligations under this Section shall survive the
     expiration or termination of this Addendum. Upon Oracle's reasonable
     request, the Alliance Member shall make records available to Oracle
     to allow to confirm the Alliance Member's compliance with this
     Section."

12.  In the second sentence of Section 5.1 B, after the words "Oracle
     Technical Support services" add the following:

     ", as stated in the Technical Support Attachment to this Addendum,"

13.  Delete the first two paragraphs of Section 5.2 and replace them with the
     following:

          "For Technical Support services for Sublicensees, each year the
     Alliance Member agrees to pay Oracle annual Technical Support Fees
     for each Application Specific Full Use Program Sublicensed under this
     Addendum where the Sublicensee received technical support services
     for such Application Specific Full Use Program during the applicable
     support period from the Alliance Member. Alliance Member shall only
     be responsible for paying a pro rata portion of the Technical Support
     Fees for those Sublicensees who only receive support for a partial
     year. Annual Technical Support Fees for a Program shall be equal to
     the applicable Technical Support Percentage Rate specified below of
     the Sublicense fees accrued to Oracle for the period specified below
     during which a Sublicensed Program is supported by the Alliance
     Member.
<PAGE>

                         Technical Support                  Technical Support
                           Services Level                     Percentage Rate
                           --------------                     ---------------
                                 Silver                                   %
                               Year 1                                7.5%
                               Year 2                                7.5%
                               Year 3                                8.0%
                               Year 4                                9.0%
                               Year 5                                 10%

     If the Sublicensee has not continuously maintained Technical Support
     services from the earlier of the date of Sublicense or the date of
     shipment, the Alliance Member shall be required to reinstate lapsed
     Technical Support services for the applicable Sublicense at the fees set
     forth in this Section."

     Delete the first sentence of the second paragraph and replace with the
     following:

          "On each anniversary during the Term of this Addendum, the
     Alliance Member shall provide to Oracle a report setting forth all
     the Alliance Members Sublicenses and those Sublicensed Programs which
     were supported by the Alliance Member for the year following the
     prior anniversary."

     Also, delete the third sentence and replace with the following:

          "The Alliance Member shall provide Oracle with payment of all
     Technical Support Fees, for the year following the prior anniversary,
     required under the applicable anniversary report with such report in
     the form of a check made out in the amount of such fees. All
     Technical Support Fees paid to Oracle are noncancelable and
     nonrefundable."

     In the third paragraph delete the first two lines and replace with
     the following: "On or after the fifth (5th) anniversary date of the
     Effective Date of this Addendum,".

14.  In the first paragraph of Section 6, replace "twenty days (20)" with
     "thirty (30)".

15.  In Section 6.A, after the words "due to Oracle" insert the following:

     ", with such fees being payable as specified in Section 5 of this
     Addendum"

16.  Delete the body of Section 7 in its entirety and replace with the
     following:

          "The Alliance Member shall have the right to order Programs for
     use as Marketing Support Licenses at no further charge to the
     Alliance Member."

Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.

The Effective Date of this Agreement One is May 31, 1998.


SYSTEMS & COMPUTER                    ORACLE CORPORATION
TECHNOLOGY CORPORATION

By: Mike Chamberlain                  By: Jeffrey M. Rosado
    --------------------                  ---------------------

Name:  Mike Chamberlain               Name:  Jeffrey M. Rosado
       ---------------------                 ----------------------

Title:  President                     Title:  Manager, Alliances Sales Support
        ---------                             --------------------------------







<PAGE>

                         Technical Support Attachment



ORACLE TECHNICAL SUPPORT SERVICES
                                                                               
Technical Support Fees

Technical Support fees are due and payable in advance of the term of Support.

Reinstatement Fees

In the event Technical Support services lapse or were never originally 
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.

Support Programs

Oracle Bronze Support

Oracle Bronze Support includes:

o    Real Time Telephone Technical Assistance
     o    5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
     o    Problem solving, bug reporting, documentation clarification,
          technical guidance
o     Program updates
      o   Patches and fixes
      o   General maintenance releases
      o   Documentation updates
o     Support System dial-in access
o     Quarterly Support newsletter
o     Mail server access
      o   Read/Write access to Electronic Mail over the Internet
      o   Technical Assistance Requests can be opened, closed or updated
      o   General Communication with Oracle Worldwide Support

o     SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
      information
o     Oracle Electronic Support - Read/Write access to Oracle's
      private Support Forum on CompuServe**
      **   Customers will need to register with CompuServe to obtain CompuServe
           access. This service will be offered in the United States only.

Oracle Silver Support

Oracle Silver Support includes Oracle Bronze Support plus the following:

o     Real Time Telephone Technical Assistance
      o   Toll-free 800 number
      o   24 hours a day/7 days a week
o     SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
      information
o     Management reports - Faxed upon request
o     Proactive Alerts
      o   Contain known problem and problem resolution information
      o   Proactively faxed as applicable

Oracle Gold Support

Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:

o     Priority Reactive Support
o     Accountant Management
      o   Communication channels between Oracle and customer
      o   Status reports to customer and management
      o   Regular account reviews with customer
      o   Conduct all proactive planning activities
      o   Some first-line support
o     Foundation Proactive Services
      o   Patch Planning
      o   Version/Release Planning
      o   Alerts


<PAGE>

The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.

Basic Annual Support

Basic Annual Support includes:

o     Telephone Technical Assistance
      o   5:00 a.m. to 6:00 p.m. (Pacific Time) Monday through Friday
      o   Problem solving, bug reporting, documentation clarification,
          technical guidance
o     Program updates and associated documentation
o     Support System dial-in access
      o   Log/Update/Review TARs
      o   Review Bugs
      o   Access Support Bulletin Board
o     Quarterly Support newsletter

Standard Support

Standard Support includes Basic Support plus the following:

o     Telephone Technical Assistance - 24 hours a day/7 days a week

Extended Support

Extended Support includes Standard Support plus the following:

o     Toll-free 800 number

Information Customers Need When Calling Support

Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:

o     The Customer Support Identification (CSI) number or PC registration
      number
o     The area code and phone number listed under the CSI number
o     Operating system (including version) on which Oracle Programs are
      installed
o     The Oracle product component and its version number the call concerns.
      Support questions involve product components -- that is, constituent parts
      of an Oracle product. For example, with the ORACLE kernel, Customer
      receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
o     The relevant Program version(s)
o     Any Program error number that appeared
o     Brief description of the problem
o     Severity of the problem. Oracle Worldwide Support classifies problems
      according to how they impact the Customer's business. See list below for
      explanation of Technical Assistance Request (TAR) Severity Levels.

Technical Assistance Request (TAR) Severity Levels

The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.

Severity Level

Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.

Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.

Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.

Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- information is requested but has no impact on the operation of the prproducts.

TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.

Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.



<PAGE>


Customer CPU Support Identification (CSI) Number

Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.

The CSI number identifies the Customer with respect to the following
information:

o     Company Name and Address
o     Product Set and Version
o     Support Level and Duration
o     Operating System
o     Technical Contact Information

Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in access.

Technical Support Liaison ("Technical Contact")

Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.

To assure uninterrupted Technical Support service, customers must notify
Client Relations at (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.

Updates

"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.

Terms of Support

Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.

Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.

These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.

Termination

Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.

Phone Numbers and Address Information

Customer Support Hotline

(For Technical Support, Non-Technical Support, and Support Sales information)

415-506-1500

Technical Support Dial-in Number

RTSS Dial-in 415-598-9350

Technical Support Address

Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA  94065




<PAGE>
                        APPLICATION PACKAGE ATTACHMENT

Name of Application Programs which the Alliance Member will be Sublicensing
under the Agreement (may not contain the trademarks "Oracle" or "Ora" or any
portion thereof):

                  SCT Education Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

Banner2000(TM)

Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.

Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.

Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.

Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.

Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.

Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher


<PAGE>

education administrators, the system offers timely billing and complete due
diligence capabilities, helping institutions lower default rates,
significantly reduce collection costs, and increase annual collections by as
much as 20 percent. LMS can be fully integrated with Banner2000(TM) systems to
minimize record keeping and add a level of efficiency and data integrity while
activating security levels to protect confidential information.

Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.

Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.

Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.

Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.

Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid -- all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.



<PAGE>


Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.

Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.

SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.

Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.

Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.

Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.

Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.


<PAGE>


Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.

SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.


<PAGE>


Plus2000(TM)

Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.

Plus2000 Financial Aid Management (FAM) -- FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.

Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.

Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.

Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.

Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.



<PAGE>

Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to: course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.

Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
-- on campus or at home -- with easy, secure access to the adadministrative data
they need.

Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.

Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
-- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.

Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.

Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.


<PAGE>


Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can scan resumes, attach the scanned document
to a Plus2000 applicant, and route to faculty. Supervisors can find the same
convenience in handling performance reviews. All popular scanning devices are
supported.

Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.

Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.

Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.

Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.

FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.

SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.

Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.


<PAGE>


                  SCT Government Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER(R) PRODUCTS:

Banner Courts
-------------
AnAn advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.

The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.

The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.

The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.

The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.

The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.

The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.

Banner Cash Receipts
--------------------
BaBanner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.


<PAGE>


Banner Records Indexing
-----------------------
BaBanner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, accounts receivable, and document imaging. These features are
adaptable to an organization's policies and procedures.

Banner Occupational Tax and License
-----------------------------------
ThThe Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.

Banner Property Tax
-------------------
ThThe Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.

Banner Finance
--------------
BaBanner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.

Banner HR
---------
BaBanner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.

PSAS PRODUCTS:

     Note: All PSAS products operate on the IBM AS/400 in native mode.

PSAS Financial
--------------
ThThe PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.

PSAS Utility Customer Accounting
--------------------------------
ThThe PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.

PSAS Payroll
------------
PSPSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.

PSAS Records Indexing
---------------------
PSPSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.



<PAGE>


         SCT Manufacturing & Distribution Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.

The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.

<PAGE>


                   SCT Utility Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.

BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.

BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
-- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.

BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.

BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.

BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.

The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.

BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of 


<PAGE>

customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.

BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.

Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.

BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.

BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.

BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.

BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.

BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.


<PAGE>

BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.

SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.

Description of Application Packages: See the Application Programs specified
above, which will be coupled with one or more of the Programs.




<PAGE>

[GRAPHIC OMITTED]

                 ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
                  TO APPLICATION SPECIFIC SUBLICENSE ADDENDUM


This document (the "Attachment") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Application
Specific Sublicense Addendum between the Alliance Member and Oracle effective
5/31, 1998, (the "Addendum") and the terms set forth below.

The parties hereto agree to amend the Addendum as follows:

1.   Under the terms and conditions of the Addendum and this Attachment, the
     Alliance Member shall have the right to market and grant Sublicenses of
     Application Specific Oracle Express Programs for installation and use in
     the United States only. The term "Oracle Express Programs" shall mean
     Programs which are designated solely as Oracle Express database software
     by Oracle, and shall not include any Oracle Express application software.

2.   Notwithstanding any other provision of the Addendum, for each Application
     Specific Oracle Express Program Sublicensed by the Alliance Member, the
     Alliance Member agrees to pay Oracle a Sublicense fee equal to forty-five
     percent (45%) of the applicable license fee for each such Program, as
     specified in the applicable Price List (as defined in the Addendum) and
     Business Alliance Program Price List supplement to such Price List in
     effect at the time the applicable Programs are Sublicensed to a
     Sublicensee.

3.   Oracle is subject to certain restrictions with respect to the
     distribution of Oracle Express Programs, and the Alliance Member's
     distribution of the Oracle Express Programs shall be consistent with such
     limitations. Notwithstanding any other provision of this Attachment, the
     Addendum or the Agreement, the Alliance Member and its Distributors shall
     not:

     A.  Sublicense Oracle Express Programs designated by Oracle as Oracle
         Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
         Corporation or any successor thereto;
     B.  Sublicense Oracle Express Programs to A.C. Nielsen Company, any
         subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
         attached hereto (which may be updated by Oracle from time to time
         upon notice to the Alliance Member), Efficient Market Services, Inc.,
         or any successor thereto; and
     C.  Sublicense the Oracle Express Programs for use in a timesharing
         business.

     The Alliance Member shall indemnify Oracle for all claims, damages, or
     losses arising from any violation of this Section.

Other than the addition of the provisions above, the terms and conditions of
the Addendum remain unchanged and in full force and effect.

The Effective Date of this Attachment shall be 5/31, 1998.

<TABLE>
<CAPTION>
Executed by the Alliance Member:                                Executed by Oracle Corporation:

<S>                                                             <C>
Authorized Signature: /s/ Mike Chamberlain                      Authorized Signature: /s/ Jeffrey M. Rosado

Name:  Mike Chamberlain                                         Name:  Jeffrey M. Rosado

Title:  President                                               Title:  Manager, Alliances Sales Support
</TABLE>


1-96


<PAGE>

                     A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
                            AS OF JANUARY 31, 1997

<TABLE>
<CAPTION>

                                                                STATE OR JURISDICTION
NAME:                                                              OF INCORPORATION:
-----                                                              -------------------

<S>                                                             <C>  
A.C. Nielsen Company                                                       Delaware
A.C. Nielsen (Argentina) S.A.                                              Delaware
         Control Publicitario S.A.                                         Argentina
         IPSA S.A.                                                         Argentina
         IPSA Nielsen Argentina S.A.                                       Argentina
A.C. Nielsen Ges.mbH                                                       Austria
         CMIS Coordinierte Management Informations
              Systeme Ges MbH                                              Austria
         ANR Piackutato Kft.                                               Hungary
A.C. Nielsen Company (Belgium) S.A.                                        Belgium
         A.C. Nielsen Corporation & Co. SNC                                Belgium
A.C. Nielsen do Brasil Ltda.                                               Brazil
         Compnhia Brasileira de Pesquisa a Analise                         Brazil
ACNielsen Canada Holding Ltd.                                              Canada
         ACNielsen Company of Canada Limited                               Canada
              Nielsen Korea Limited                                        Korea
A.C. Nielsen Chile Limitada                                                Chile
         A.C. Nielsen Chile S.A.                                           Chile
A.C. Nielsen de Colombia S.A.                                              Colombia
         Nielsen del Ecuador S.A.                                          Ecuador
ANR Amer nielsen Research Limited                                          Cyprus
AIM Nielsen A/S                                                            Denmark
         AIM Farmstat Aps                                                  Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy                  Finland
         A.C. Nielsen Finland Oy                                           Finland
              Finnpanel Oy                                                 Finland
A.C. Nielsen S.A.                                                          France
         ERIM S.A.                                                         France
         Panel de Gestion S.A.R.L.                                         France
Amer-Nielsen Research Hellas S.A.                                          Greece
A.C. Nielsen (Dublin) Limited                                              Ireland
A.C. Nielsen of Ireland Limited                                            Ireland
A.C. Nielsen Italia S.p.A.                                                 Italy
         C.R.A. S.r.l.                                                     Italy
              Telepanel S.A.                                               Italy
         SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l.     Italy
         Management Tools S.r.l.                                           Italy
Nielsen Japan K.K.                                                         Japan
A.C. Nielsen (N.Z.) Limited                                                New Zealand
         AGB McNair Group Ltd.                                             New Zealand
              Media Research Services Ltd.                                 New Zealand
         Market Research (NZ) Ltd.                                         New Zealand
ACNielsen Holdings Spain B.V.                                              The Netherlands
N&P Holdings Spain B.V.                                                    Spain
         A.C. Nielsen Company S.A.                                         Spain
              Infoadex S.A.                                                Spain
         Panel Internacional S.A.                                          Spain
A.C. Nielsen (Nederland) B.V.                                              The Netherlands
         A.C. Nielsen Polen B.V.                                           The Netherlands
              ANR Amer Nielsen Research Sp. z.o.o.                         Poland
              Nielsen Marketing Research spol, s.r.o.                      Czech Republic
              Nederland Centrum voor Marketing Analyses B.V.               The Netherlands
              South African L.P. (no official name)                        South Africa
              ZET-Nielsen Business Information A.S.                        Turkey
Nielsen Norge as                                                           Norway
A/S Norsk Reklame-Statistikk                                               Norway
A.C. Nielsen de Panama S.A.                                                Panama
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                STATE OR JURISDICTION
NAME:                                                               OF INCORPORATION:
-----                                                               -------------------

<S>                                                             <C>  
A.C. Nielsen Peru S.A.                                                     Peru
Nedro-Nielsen Estudios de Mercado, Lda.                                    Portugal
A.C. Nielsen P.R. Inc.                                                     Puerto Rico
A.C. Nielsen Singapore Pte. Ltd.                                           Singapore
A.C. Nielsen Company AB                                                    Sweden
A.C. Nielsen Management Services S.A.                                      Switzerland
A.C. Nielsen S.A.                                                          Switzerland
         Media Focus                                                       Switzerland
ACN/PIB Partners                                                           Connecticut
Nielsen Holdings, Inc.                                                     Delaware
Nielsen Leasing Corporation                                                Delaware
Panel International S.A.                                                   Delaware
A.C. Nielsen Company Limited                                               England
A.C. Nielsen (Holdings) Pty. Limited                                       Australia
A.C. Nielsen Australia Pty Limited                                         Australia
AGB McNair Holdings Pty. Limited                                           Australia
         AGB Research Holdings Pty. Limited                                Australia
              Tart Research Pty. Limited                                   Australia
              ABG McNair Pty. Limited                                      Australia
              McNair Anderson Assoc. Pty. Limited                          Australia
Marketing Insights Pty. Ltd.                                               Australia
Nandette Pty. Limited                                                      Australia
         Australian Independent Media Data Pty. Limited                    Australia
CZT/ACN Trademarks, L.L.C.                                                 Delaware
IMS Financial ACN Holding GmbH                                             Germany
ACN Marketing Research Holding GmbH                                        Germany
         A.C. Nielsen GmbH                                                 Germany
              A.C. Nielsen Werbeforschung S&P GmbH                         Germany
         "P&S" Handelsbertung GmbH                                         Germany
SRG Holdings Limited                                                       Hong Kong
SRG Management Services Limited                                            Hong Kong
         Research Consulting Services Ltd.                                 Hong Kong
         SRG China Ltd.                                                    Hong Kong
              Shanghai SRG Ltd.                                            China
         SRG International (HK) Ltd.                                       Hong Kong
         SRG Research Services (HK) Ltd.                                   Hong Kong
         Survey Research Hong Kong Ltd.                                    Hong Kong
         Survey Research Asia Pacific Ltd.                                 Hong Kong
              Survey Research Taiwan ltd.                                  Taiwan
         Survey Research Group Ltd.                                        Hong Kong
              SRG Guangzhou Ltd.                                           China
         Survey Research Group Pte. Ltd.                                   Singapore
              SRG Research Canada ltd.                                     Canada
                D.J. Calhoun Marketing & Development Ltd.                  Canada
                      Recherches en Marketing (Quebec) Inc.                Canada
              P.T. SRI Nielsen Indonesia                                   Indonesia
              SRG Japan K.K.                                               Japan
              Hankook Research Company                                     Korea
              Survey Research Malysia Sdn Bhd                              Malaysia
                Target Marketing Promotions Sdn Bhd                        Malaysia
              Consumer Pulse Inc.                                          Philippines
              Dealer Pulse Inc.                                            Philippines
              Media Pulse Inc.                                             Philippines
                Philippine Monitoring Services Inc.                        Philippines
              Research Philippines Unisearch INC                           Philippines
              Survey Research Singapore Pte. Ltd.                          Singapore
              Deemar County Ltd.                                           Thailand
SRG International Ltd.                                                     New York

</TABLE>
<PAGE>
[GRAPHIC OMITTED]

                          RUNTIME SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998 (the
"Agreement") and the terms set forth below.

1.       SUBLICENSES
1.1      Sublicense Programs and Terms
              The Alliance Member may only Sublicense Runtime Programs for
         which the Alliance Member has previously acquired a Supported
         Development License for the applicable Designated System.
         Notwithstanding any other provision of this Agreement, the Alliance
         Member shall have no right to Sublicense Programs designated as
         Oracle Applications Programs, Oracle Express Programs, Limited
         Production Programs, or other Programs specified by Oracle from
         time-to-time without the prior written consent of Oracle.

              The Alliance Member shall have the right to market and grant
         Sublicenses of Runtime Programs under the conditions set forth in the
         Agreement and under the following restrictions: 

         A.   Sublicense Runtime Programs with the Application Program in the
              Application Package for use on Designated Systems to
              Sublicensees. Each copy of the Runtime Programs distributed
              shall be for the Sublicensee's own internal use in the
              Territory only on a single Designated System limited to a
              maximum number of Users; and

         B.   Make and deliver to the Sublicensee a single copy of the
              Runtime Programs in the Application Package for each Sublicense
              granted.

              The Alliance Member shall use all practical means available,
         both contractual and technical, to control the restricted use of each
         Runtime Program Sublicense. If a Sublicensee uses the Runtime Program
         beyond the limited functionality described in Section 1.2 hereof, the
         Alliance Member or Distributor shall immediately notify the
         Sublicensee of such unauthorized use and if the Sublicensee fails to
         discontinue such unauthorized use following notification either
         terminate the Sublicense or forward to Oracle one hundred percent
         (100%) of the applicable Full Use standard Program license fees in
         effect at the time the payment is made to Oracle together with a
         written request by the Sublicensee for a Full Use Program license
         from Oracle. Oracle must approve, in writing, the Sublicensee's
         request before continued use of the Programs by the Sublicensee shall
         be deemed authorized.

1.2      Runtime Programs
              For the purposes of this Addendum, "Runtime Program(s)" shall
         mean Programs which shall be limited to use solely for the purpose of
         executing an unmodified standard version of the Alliance Member's
         Application Program. Runtime Programs may not be used to build or
         modify reports or applications. "Full Use Programs" shall mean
         unaltered versions of the Programs with all functions intact.

1.3      Value-Added Package
              For the purposes of this Addendum, "Application Program(s)"
         shall mean the Alliance Member's value-added application software,
         described in the attached Application Package Attachment with which
         the Runtime Programs are to be coupled. "Application Package(s)"
         shall mean the Runtime Programs coupled with the Application
         Programs. For purposes of the Agreement, the Application Program
         shall be regarded as the Alliance Member's Value-Added Package.
<PAGE>

1.4      Trial Sublicenses
              The Alliance Member and its Distributors shall be entitled to
         grant, at no charge, up to a maximum combined total of ten (10)
         temporary Trial Sublicenses of the Application Package at any one
         time. Such Sublicenses shall be for evaluation purposes only and
         shall be for a period not to exceed thirty (30) days. The Alliance
         Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
         excess of thirty (30) days. Each such Trial Sublicense shall be
         Sublicensed under a Sublicense agreement which provides for such
         trial use.

1.5      Distributors
              Oracle grants the Alliance Member the right to appoint third
         parties ("Distributors") to market and Sublicense the Runtime
         Programs in the Territory, under the terms of the Agreement and this
         Addendum. However, Distributors shall have no right to make copies of
         the Programs for Sublicensing and shall obtain all such Programs from
         the Alliance Member. Each Distributor shall execute a written
         agreement with the Alliance Member binding the Distributor to
         provisions substantially similar to those contained in Sections 2.3,
         2.4, 2.5, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5, 7.2.D, 7.5, 8.1, 8.2, 8.3,
         8.5, 8.7, 8.9, 8.10, and 8.11 of the Agreement and to those contained
         in Sections 1 (except 1.5), 3, 4, 5, and 6 of this Addendum. Each
         obligation of the Alliance Member under such provisions shall also be
         applicable to each Distributor. Each Distributor agreement shall also
         contain any other provisions necessary for the Alliance Member to
         satisfy its commitments under the Agreement. The Alliance Member
         shall notify Oracle promptly in writing of the appointment of each
         such Distributor.

              In addition, the Alliance Member shall keep executed Distributor
         agreements and records of the Distributor information required under
         the Alliance Member's Sublicense reports, and shall allow Oracle to
         inspect such information as specified under the Agreement. The
         Alliance Member will defend and indemnify Oracle against all damages
         to Oracle caused by the Distributors' failure to include the required
         contractual terms set forth in Section 2.3.B of the Agreement in each
         Sublicense agreement. The Alliance Member agrees to enforce the terms
         of its Distributor agreements required under this Section so as to
         effect a timely cure of any Distributor breach, and to notify Oracle
         of any known breach of such terms.
<PAGE>

1.6      Documentation
              The Alliance Member shall be responsible for providing
         documentation for Sublicensees. The Alliance Member shall have the
         right to incorporate portions of the Documentation into the Alliance
         Member's documentation, subject to the provisions of Section 8.2 of
         the Agreement.

2.       SUBLICENSE FEES
2.1      Sublicense Fees and Rate
              For each copy of the Programs Sublicensed by the Alliance Member
         or its Distributor in the Application Package, the Alliance Member
         agrees to pay Oracle a Sublicense fee equal to thirty percent (30%)
         of the applicable license fee for each such Program, as specified in
         the applicable Price List and Alliance Member Price List supplement
         to such Price List in effect at the time the applicable Programs are
         Sublicensed.

              As further specified in Section 6 of this Addendum, Sublicense
         fees shall be due and payable within twenty (20) days of the last day
         of each month. The Alliance Member shall not be relieved of its
         obligation to pay Sublicense fees owed to Oracle by the nonpayment of
         such fees by the Sublicensee.

              On or after each anniversary during the Term of this Addendum,
         Oracle may amend the Sublicense fee percentage rate set forth above
         based on Oracle's then-current standard Sublicense fee percentage
         rate schedule and the actual amount of Sublicense fees received by
         Oracle hereunder.

2.2      Price List for Sublicenses
              Notwithstanding any other provision of the Agreement, the
         applicable Price List for determining Sublicense fees shall be the
         standard Price List in effect at the time the Application Package is
         Sublicensed.

              Notwithstanding any other provision of this Agreement, if the
         Alliance Member issues a written Sublicense quote and such quote is
         accepted by the applicable Sublicensee, for a period of ninety (90)
         days after the date of submission of the quote to the Sublicensee,
         the Sublicense fee applicable to the Programs identified in the quote
         shall be based on the Price List in effect on such date.

2.3      Users
              The Sublicense fees for a Program shall be based and priced on
         the applicable User Level for the maximum number of Users for such
         Program, as specified in the Price List. The Alliance Member shall
         have the right to Sublicense Programs on any User basis specified in
         the Price List in effect at the time the applicable Program is
         Sublicensed.

3.       TERM
              This Addendum shall become effective on the Effective Date of
         this Addendum and shall be valid for three (3) years (the "Term")
         from the Effective Date, unless terminated as provided in the
         Agreement. Any renewal of this Addendum shall be subject to
         renegotiation of terms and fees.

              Unless the expiration or termination is for default by the
         Alliance Member, the Alliance Member may continue using the release
         of the Programs then in the Alliance Member's possession on the
         Designated Systems for which Development Licenses were granted,
         solely for the purpose of continuing technical support for
         Sublicenses granted prior to termination. Such continued use of the
         Programs shall be subject to all the provisions of this Agreement,
         including, without limitation, payment of the Technical Support Fees
         specified herein.
<PAGE>

4.       TERRITORY
              The Alliance Member shall have the right to market and grant
         Sublicenses of Programs in the United States only (the "Territory").

5.       TECHNICAL SUPPORT
5.1      Technical Support for Sublicensees
         A. Installation
             The Alliance Member or its Distributors will be responsible for any
        assistance needed to install the Application Package at Sublicensee 
        sites.
         B. Sublicensing Support
              The Alliance Member is responsible for providing all technical
         support, training and consultations to its Sublicensees and
         Distributors. In consideration of the payments specified in Section
         5.2, the Alliance Member shall have the right to use the Oracle
         Technical Support services acquired for its Supported Development
         Licenses to provide technical support services to its Sublicensees as
         further set forth in the Agreement. The Alliance Member shall
         continuously maintain Oracle Technical Support services for the
         Development Licenses during the period during which the Alliance
         Member provides technical support services to any Sublicensees. Any
         questions from the Alliance Member's Sublicensees or Distributors
         will be referred by Oracle to the Alliance Member.

5.2      Technical Support Fees
              For Technical Support services for Sublicensees, each year the
         Alliance Member agrees to pay Oracle annual Technical Support Fees
         for each Runtime Program Sublicensed under this Addendum, a previous
         Alliance Member Addendum, or previous distribution agreement between
         the parties hereto where the Sublicensee received technical support
         services for such Runtime Program during the applicable support
         period from the Alliance Member. If the Sublicensee has not
         continuously maintained Technical Support services from the earlier
         of the date of Sublicense or the date of shipment, the Alliance
         Member shall be required to reinstate lapsed Technical Support
         services for the applicable Sublicense at the fees set forth in this
         Section.

              Annual Technical Support Fees for a Program shall be equal to
         the applicable Technical Support Percentage Rate specified below,
         corresponding to the highest Technical Support Services level
         specified below for any Development License used under this Addendum,
         of the cumulative Sublicense fees accrued to Oracle for a Sublicensed
         Program supported by the Alliance Member.

         Technical Support         Technical Support
         Services Level             Percentage Rate
         --------------             ---------------
         Bronze                             16%
         Silver                             19%
         Gold                               26%

                                      2
<PAGE>
         In addition, the Alliance Member shall pay reinstatement charges
         to reinstate lapsed Technical Support services at an amount equal to
         the applicable Technical Support Percentage Rate specified above,
         corresponding to the highest Technical Support Services level
         specified below for any Development License used under this Addendum,
         of the cumulative Sublicense fees accrued to Oracle for the
         Sublicensed Program multiplied by the number of years for which
         Technical Support services have lapsed. For example, if the period of
         lapse was 2.5 years, the Alliance Member has acquired Bronze
         Technical Support services for its Development Licenses in the
         Technical Support renewal year, and the original Sublicense fee for
         the Program was $100, then the reinstatement fee would be calculated
         as follows: 16 X $100 X 2.5.

              Upon December 31 of each year, the Alliance Member shall provide
         Oracle a report setting forth all of the alliance Members'
         Sublicenses and those Sublicensed Programs which were supported by
         the Alliance Member during the calendar year. The report shall also
         include the applicable Technical Support Fees and reinstatement fees
         due and payable to Oracle for such calendar year. The Alliance Member
         shall provide Oracle with payment of all Technical Support Fees and
         reinstatement fees for such calendar year required under the
         applicable December 31 report with such report in the form of a check
         made out in the amount of such fees. All Technical Support Fees paid
         to Oracle are noncancelable and nonrefundable.

              On or after each anniversary during the Term of this Addendum,
         Oracle may amend the Technical Support Percentage Rates set forth
         above based on Oracle's then-current standard Technical Support
         percentage rate schedule.

6.       SUBLICENSE REPORTS
              Within twenty (20) days of the last day of each and every month,
         the Alliance Member shall send Oracle a report detailing for that
         month: 
         A. For each Sublicensed Application Package shipped during the
         prior month, Sublicensee name, address, make/model and operating
         system of the Designated System, date of shipment, Runtime Programs
         shipped, maximum number of licensed Users, whether the Sublicense is
         a Trial Sublicense, and total Sublicense fees and Technical Support
         Fees due to Oracle;
         B. For each Application Program licensed to end-users to be used with
         previously installed software licensed by Oracle in conjunction with
         the Application Program, Sublicensee name, address, make/model and
         operating system of the computer, and date of installation; and
         C. The Distributor agreements executed during the prior month,
         including names and addresses of the Distributors.

              The Alliance Member shall require its Distributors to report
         this information to the Alliance Member on a monthly basis and will
         include it in the report for the month in which the Alliance Member
         received the information. The Alliance Member shall provide Oracle
         with payment of all fees required under the monthly report with such
         report in the form of a check made out in the amount of such fees.

7.       ADDITIONAL LICENSES
              During the Term, the Alliance Member may order production
         release versions of Oracle off-the-shelf Programs available as
         production release as of the Effective Date of this Addendum and
         listed on the Price List in effect as of such date. The license fee
         for Development Licenses shall be equal to Oracle's standard list
         license fees in effect when an order is placed. The Alliance Member
         shall have the right to order Programs for use as Marketing Support
         Licenses at no further charge to the Alliance Member. The Alliance
         Member may obtain Technical Support services from Oracle for such
         Programs under Oracle's applicable Technical Support fees and
         policies in effect when such services are ordered.
<TABLE>
<CAPTION>

The Effective Date of this Addendum shall be 5/31/1998.
                                             ---------
<S>                                            <C>
Executed by the Alliance Member:                Executed by Oracle Corporation:

Authorized Signature: /s/ Mike Chamberlain      Authorized Signature: /s/ Jeffrey M. Rosado
                      -----------------------                         ---------------------


Name: Mike Chamberlain                          Name: Jeffrey M. Rosado
      ---------------------------------------         -------------------------------------
                                                        
      
Title: President                                Title: Manager, Alliances Sales Support
       --------------------------------------          ------------------------------------
</</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
<PAGE>
                                 AMENDMENT ONE
                                    to the
                          RUNTIME SUBLICENSE ADDENDUM
                                    to the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      and
                              ORACLE CORPORATION


This document ("Amendment One") amends the Runtime Sublicense Addendum between
the Alliance Member and Oracle dated _________, 1998 (the "Addendum"). The
Addendum and this Amendment One are governed by the Oracle Alliance Agreement
between the Alliance Member and Oracle dated ___________, 1998 (the
"Agreement").

Th Addendum is hereby amended as follows:

The Agreement and the Addendum are hereby amended as follows:

1.       In Section 1.1, add the following as a new second sentence:

         "such consent shall not be unreasonably withheld. Oracle will provide
         sixty (60) days notice of such action unless as otherwise required by
         law."

2.       In Section 1.2, before the definition of "Full Use Programs" add the
         following:

                  " Notwithstanding the above, a sublicensee, prior to
         deploying the Application Program and updates to the Application
         Program, may recompile C and COBOL programs and regenerate
         Developer2000 objects only for encryption purposes to prevent
         unauthorized access to a Sublicensee's sensitive data."

3.       In the second and third sentences of Section 1.4, delete the words
         "thirty (30)" and replace them with the words "ninety (90)."

4.       Add the following to the end of Section 1.6:

         "The Alliance Member can make copies of the Documentation equal to
         the number of Sublicensees for distribution to its Sublicensees or
         make unlimited copies for incorporation into its documentation, or
         may purchase additional copies of Documentation from Oracle at a
         forty percent (40%) discount off of the price for such Documentation
         set forth in the applicable Oracle Price List in effect at the time
         the Documentation is purchased."

5.       In the second paragraph of Section 2.1, delete the first sentence and
         replace with the following:

                  "As further specified in Section 6 of this Addendum,
         Sublicense fees shall be due and payable within thirty (30) days of
         the last day of the month in which the Sublicense was granted, except
         as specified immediately below."

<PAGE>

         Delete the third paragraph in its entirety.

         Add the following as a new third paragraph:

         The Alliance Member may alternatively order Runtime Programs to be
         inventoried by Alliance Member and later sublicensed, as necessary,
         to a Sublicensee. In this instance, Alliance Member will specify on
         the Order Form that the Programs are to be placed in inventory and
         shall pay only a mutually agreed media charge until a Sublicense is
         granted with respect to such Programs. When a previously inventoried
         program is Sublicensed by Alliance Member, it shall pay such
         Sublicense fees as set forth above and in Section 6 of this Addendum.
         In addition to the above, the Alliance Member may, at its discretion,
         make copies of the Programs for distribution to Sublicensees.

6.       Delete the second paragraph of Section 2.2 and replace it with the
         following:

         "In addition, the terms of Section 8.14 (Price Protection) of the
         Agreement shall be incorporated by reference as if fully set forth
         herein."

7.       In Section 3, replace "three (3) years" with "five (5) years."

         Add the following as a new second sentence:

         "Oracle will provide Alliance Member with six (6) months prior
         written notice before the end of year three (3) and six (6) months
         before the end of year four (4) of its intention (if any) to increase
         the Sublicense Fees for year four (4) and year five (5) of the Term
         of this Addendum."

8.       In Section 3, add the following new last paragraph:

                  "Upon the termination or expiration of this Agreement,
         unless the Alliance member's Development Licenses are terminated for
         cause hereunder, the Alliance Member may continue to receive
         Technical Support from Oracle for such Development Licenses,
         including upgrades, under the fees and policies which then generally
         apply to Oracle's alliance member's at large. In addition, upon the
         termination of this agreement or expiration of this Agreement for
         reasons other than for the Alliance Member's material breach of one
         or more of the terms relating to the Alliance Member's rights and
         obligations with respect to the grant of and payment for Sublicenses
         hereunder, the Alliance Member may continue to provide technical
         support for all Sublicenses granted prior to expiration or
         termination of this Agreement. Such Technical Support may be
         purchased by the Alliance Member following termination under the fees
         and policies which then generally apply to Oracle's alliance member's
         at large."

9.       Delete the wording in Section 4 and replace it with the following:

                  "The Alliance Member shall have the right to market and
         grant Sublicenses of Programs with the Integrated System in all
         countries worldwide (the "Territory"), subject to the terms of this
         Section.
                  Oracle may from time to time deny the Alliance Member the
         right to Sublicense in certain countries in the Territory in order to
         protect Oracle's interests if, in the reasonable opinion of Oracle's
         counsel, such countries (i) do not provide adequate protection for
         Oracle's proprietary rights through copyright, trade secrets, patent,
         or other laws; or (ii) have laws or regulations or the government has
         committed acts which in the opinion of Oracle's counsel, are
         injurious to Oracle's interests in the 

<PAGE>

         Programs. Such restriction shall apply to all members of Oracle's
         Alliance Program. In the event that Oracle does place a restriction
         on certain countries in the Territory, Oracle will allow the Alliance
         Member to complete any business transaction it has with such
         restricted country within sixty (60) days of such notification.
                  The Alliance Member acknowledges that the Programs are
         subject to export controls imposed on Oracle and the Alliance Member
         by the U.S. Export Administration Act, United States Departments of
         Commerce, Treasury, and State regulations and directives, and other
         United States law ("Export laws"). The Alliance Member certifies that
         neither the Programs nor any direct product thereof are (i) exported,
         directly or indirectly, in violation of Export laws; or (ii) are
         intended to be used for any purposes prohibited by the Export laws,
         including, without limitation, nuclear, chemical, or biological
         weapons proliferation. Furthermore, the Alliance Member shall not
         transfer the Programs outside of the territory for which the Alliance
         Member has Sublicense rights under this Agreement.
                  The Alliance Member warrants that it will not grant
         Sublicenses in or ship any Programs to a country until it has
         completed all necessary government formalities in such country and
         upon reasonable request by Oracle, the Alliance Member provides
         evidence of completion of such formalities to Oracle. The Alliance
         Member will indemnify Oracle for any losses, costs, liability, and
         damages incurred by Oracle as a result of a failure by the Alliance
         Member to comply with the necessary government requirements in any
         country. The obligations under this Section shall survive the
         expiration or termination of this Addendum. Upon Oracle's reasonable
         request, the Alliance Member shall make records available to Oracle
         to allow to confirm the Alliance Member's compliance with this
         Section."

10.      In the second sentence of Section 5.1B, after the words "Oracle
         Technical Support" insert the following:

         ", as stated in the Technical Support Attachment to this Addendum,."

11.      Delete the first two paragraphs of Section 5.2 and replace them with
         the following:

         "For Technical Support services for Sublicensees, each year the
         Alliance Member agrees to pay Oracle annual Technical Support Fees
         for each Runtime Program Sublicensed under this Addendum where the
         Sublicensee received technical support services for such Runtime
         Program during the applicable support period from the Alliance
         Member. Alliance Member shall only be responsible for paying a pro
         rata portion of the Technical Support Fees for those Sublicensees who
         only receive support for a partial year. Annual Technical Support
         Fees for a Program shall be equal to the applicable Technical Support
         Percentage Rate specified below of the cumulative Sublicense fees
         accrued to Oracle for the period specified below for a Sublicensed
         Program supported by the alliance Member.

               Technical Support                Technical Support
               Services Level                   Percentage Rate
               --------------                   ---------------

                   Silver                                 %
                   Year 1                              7.5%
                   Year 2                              7.5%
                   Year 3                              8.0%
                   Year 4                              9.0%
                   Year 5                               10%
<PAGE>

         If the Sublicensee has not continuously maintained Technical Support
         services from the earlier of the date of Sublicense or the date of
         shipment, the Alliance Member shall be required to reinstate lapsed
         Technical Support services for the applicable Sublicense at the fees
         set forth in this Section."

         Delete the first sentence of the second paragraph and replace with
         the following:

                  "On each anniversary during the Term of this Addendum, the
         Alliance Member shall provide Oracle a report setting forth all the
         Alliance Members Sublicenses and those Sublicensed Programs which
         were supported by the Alliance Member for the year following the
         prior anniversary."

         Also, delete the third sentence and replace with the following:

         "The Alliance Member shall provide Oracle with payment of all
         Technical Support Fees for the year following the prior anniversary
         required under the applicable anniversary report with such report in
         the form of a check made out in the amount of such fees. All
         Technical Support Fees paid to Oracle are non-cancelable and
         nonrefundable."

         In the 3rd paragraph delete the first two lines and replace with the
         following: "On or after the fifth (5th) anniversary date of the
         Effective Date of this Addendum,."

12.       In Section 6 replace "twenty (20) days" with "thirty (30) days."

13.       In Section 6.A, after the words "due to Oracle" insert the following:

         ", with such fees being payable as specified in Section 5 of this
         Addendum".

14.      Delete the body of Section 7 in its entirety and replace with the
         following:

         "The Alliance Member shall have the right to order Programs for use
         as Marketing Support Licenses at no further charge to the Alliance
         Member."

Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.

The Effective Date of this Agreement One is 5/31, 1998.
                                            ----

SYSTEMS & COMPUTER                     ORACLE CORPORATION
TECHNOLOGY CORPORATION

By: /s/ Mike Chamberlain               By: /s/ Jeffrey M. Rosado
    -----------------------------          ----------------------------------


Name:  Mike Chamberlain                Name:  Jeffrey M. Rosado
       --------------------------             -------------------------------


Title: President                       Title:  Manager, Alliances Sales Support
       --------------------------             --------------------------------
<PAGE>

                         Technical Support Attachment

ORACLE TECHNICAL SUPPORT SERVICES

Technical Support Fees

Technical Support fees are due and payable in advance of the term of Support.

Reinstatement Fees

In the event Technical Support services lapse or were never originally 
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.

Support Programs

Oracle Bronze Support

Oracle Bronze Support includes:

o Real Time Telephone Technical Assistance
  o  5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
  o  Problem solving, bug reporting, documentation clarification, technical 
        guidance
o Program updates
  o Patches and fixes
  o General maintenance releases
  o Documentation updates
o Support System dial-in access
o Quarterly Support newsletter
o Mail server access
  o Read/Write access to Electronic Mail over the Internet
  o Technical Assistance Requests can be opened, closed or updated 
  o General Communication with Oracle Worldwide Support

o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
  information 

o Oracle Electronic Support - Read/Write access to Oracle's
  private Support Forum on CompuServe**
  **   Customers will need to register with CompuServe to obtain CompuServe
       access. This service will be offered in the United States only.
<PAGE>

Oracle Silver Support

Oracle Silver Support includes Oracle Bronze Support plus the following:

o Real Time Telephone Technical Assistance
  o   Toll-free 800 number
  o   24 hours a day/7 days a week
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
  information Management reports - Faxed upon request Proactive Alerts
  o   Contain known problem and problem resolution information
  o   Proactively faxed as applicable

Oracle Gold Support

Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:

o Priority Reactive Support
o Accountant Management
  o   Communication channels between Oracle and customer 
  o   Status reports to customer and management
  o   Regular account reviews with customer
  o   Conduct all proactive planning activities
  o   Some first-line support
o Foundation Proactive Services
  o   Patch Planning
  o   Version/Release Planning
  o   Alerts

The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.

Basic Annual Support

Basic Annual Support includes:

April 16, 1997                  Page 1 of 4                    Technical Support
                                                                      tecsup.doc

<PAGE>

                         Technical Support Attachment

  o   Telephone Technical Assistance
      o   5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
      o   Problem solving, bug reporting, documentation clarification, 
          technical guidance
  o   Program updates and associated documentation
  o   Support System dial-in access
      o   Log/Update/Review TARs
      o   Review Bugs
      o   Access Support Bulletin Board
  o   Quarterly Support newsletter

Standard Support

Standard Support includes Basic Support plus the following:

  o   Telephone Technical Assistance - 24 hours a day/7 days a week

Extended Support

Extended Support includes Standard Support plus the following:

  o   Toll-free 800 number

Information Customers Need When Calling Support

Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:

  o   The Customer Support Identification (CSI) number of PC registration
      number 

  o   The area code and phone number listed under the CSI number

  o   Operating system (including version) on which Oracle Programs are
      installed
  o   The Oracle product component and its version number the call
      concerns. Support questions involve product components--that is,
      constituent parts of an Oracle product. For example, with the ORACLE
      kernel, Customer receives components such as RDBMS, IMP, EXP, SQL*Loader
      and SQL*Forms.
      
  o   The relevant Program version(s) 

  o   Any Program error number that appeared

  o   Brief description of the problem


<PAGE>

  o   Severity of the problem. Oracle Worldwide Support classifies problems
      according to how they impact the Customer's business. See list below for
      explanation of Technical Assistance Request (TAR) Severity Levels.

Technical Assistance Request (TAR) Severity Levels

The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.

Severity Level
--------------


Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.

Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.

Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.

Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- information is requested but has no impact on the operation of the prproducts.

TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.

Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of 



April 16, 1997                  Page 2 of 4                    Technical Support
                                                                      tecsup.doc


<PAGE>

                         Technical Support Attachment

circumventing the problem pending a new release, or other correctional aids.

Customer CPU Support Identification (CSI) Number

Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.

The CSI number identifies the Customer with respect to the following
information:

  o   Company Name and Address
  o   Product Set and Version
  o   Support Level and Duration
  o   Operating System
  o   Technical Contact Information

Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in-access.

Technical Support Liaison ("Technical Contact")

Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.

To assure uninterrupted Technical Support service, customers must notify
Client Relations (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.

Updates

"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.

Terms of Support

<PAGE>

Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.

Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.

These Technical Support pollicies are Oracle's current policies and are
subject to change at Oracle's discretion.

Termination

Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.

Phone Numbers and Address Information

Customer Support Hotline

(For Technical Support, Non-Technical Support, and Support Sales information)

415-506-1500

Technical Support Dial-in Number

RTSS Dial-in 415-598-9350

Technical Support Address

Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA  94065


April 16, 1997                  Page 3 of 4                    Technical Support
                                                                      tecsup.doc
<PAGE>
                        APPLICATION PACKAGE ATTACHMENT

Name of Application Programs which the Alliance Member will be Sublicensing
under the Agreement (may not contain the trademarks "Oracle" or "Ora" or any
portion thereof):

                  SCT Education Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

Banner2000(TM)

Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.

Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.

Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.

Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.

Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.

Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,

<PAGE>

consolidated billing, and collection data. Developed specifically for higher
education administrators, the system offers timely billing and complete due
diligence capabilities, helping institutions lower default rates,
significantly reduce collection costs, and increase annual collections by as
much as 20 percent. LMS can be fully integrated with Banner2000(TM) systems to
minimize record keeping and add a level of efficiency and data integrity while
activating security levels to protect confidential information.

Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.

Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.

Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.

Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.

Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid -- all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.

Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk 

<PAGE>

and get answers to their questions at any time, day or night. They gain access
to information about admission and decision status, financial aid awards,
course availability, registration, account balances and payment options,
schedules, grades, transcripts, and campus maps.

EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.

Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.

SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.

Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.

Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.

Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.

Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.

Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.

<PAGE>

SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.


<PAGE>


Plus2000(TM)

Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.

Plus2000 Financial Aid Management (FAM) -- FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.

Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.

Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.

Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.

Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.

Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students 

<PAGE>

gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.

Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
-- on campus or at home -- with easy, secure access to the adadministrative data
they need.

Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.

Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
-- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.

Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.

Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.

Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can 

<PAGE>

scan resumes, attach the scanned document to a Plus2000 applicant, and route
to faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.

Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.

Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.

Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.

Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.

FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.

SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.

<PAGE>

Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.


<PAGE>
                  SCT Government Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER(R) PRODUCTS:

Banner Courts
-------------
AnAn advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.

The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.

The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.

The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.

The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.

The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.

The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.

Banner Cash Receipts
--------------------
BaBanner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.

Banner Records Indexing
-----------------------
BaBanner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, 

<PAGE>

accounts receivable, and document imaging. These features are adaptable to an
organization's policies and procedures.

Banner Occupational Tax and License
-----------------------------------
ThThe Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.

Banner Property Tax
-------------------
ThThe Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.

Banner Finance
--------------
BaBanner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.

Banner HR
---------
BaBanner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.

PSAS PRODUCTS:

     Note: All PSAS products operate on the IBM AS/400 in native mode.

PSAS Financial
--------------
ThThe PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.

PSAS Utility Customer Accounting
--------------------------------
ThThe PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.

PSAS Payroll
------------
PSPSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.

PSAS Records Indexing
---------------------
PSPSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,

<PAGE>

verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.



<PAGE>
         SCT Manufacturing & Distribution Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.

The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.


<PAGE>


                   SCT Utility Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.

BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.

BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
-- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.

BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.

BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.

BANNER Customer Target+(TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.

The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.

BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of 

<PAGE>

customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.

BANNER Customer ELink(TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.

Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.

BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.

BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.

BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.

BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.

BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.
<PAGE>

BANNER WMS


Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.

SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions(TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.

Description of Application Packages: See the Application Programs specified
above, which will be coupled with one or more of the Programs.

<PAGE>
[GRAPHIC OMITTED]


                 ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
                        TO RUNTIME SUBLICENSE ADDENDUM


This document (the "Attachment") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Runtime
Sublicense Addendum between the Alliance Member and Oracle effective
5/31, 1998, (the "Addendum") and the terms set forth below.

The parties hereto agree to amend the Addendum as follows:

1.   Under the terms and conditions of the Addendum and this Attachment, the
     Alliance Member shall have the right to market and grant Sublicenses of
     Runtime Oracle Express Programs for installation and use in the United
     States only. The term "Oracle Express Programs" shall mean Programs which
     are designated solely as Oracle Express database software by Oracle, 
     and shall not include any Oracle Express application software.

2.   Notwithstanding any other provision of the Addendum, for each Runtime
     Oracle Express Program Sublicensed by the Alliance Member, the Alliance
     Member agrees to pay Oracle a Sublicense fee equal to thirty percent
     (30%) of the applicable license fee for each such Program, as specified
     in the applicable Price List (as defined in the Addendum) and Business
     Alliance Program Price List supplement to such Price List in effect at
     the time the applicable Programs are Sublicensed to a Sublicensee.

3.   Oracle is subject to certain restrictions with respect to the
     distribution of Oracle Express Programs, and the Alliance Member's
     distribution of the Oracle Express Programs shall be consistent with such
     limitations. Notwithstanding any other provision of this Attachment, the
     Addendum or the Agreement, the Alliance Member and its Distributors shall
     not:

     A. Sublicense Oracle Express Programs designated by Oracle as Oracle
        Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
        Corporation and any successor thereto;

     B. Sublicense Oracle Express Programs to A.C. Nielsen Company, any
        subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
        attached hereto (which may be updated by Oracle from time to time upon
        notice to the Alliance Member), Efficient Market Services, Inc., or any
        successor thereto; and

     C. Sublicense the Oracle Express Programs for use in a timesharing
        business.
 
     The Alliance Member shall indemnify Oracle for all claims, damages, or
     losses arising from any violation of this Section.

Other than the addition of the provisions above, the terms and conditions of
the Addendum remain unchanged and in full force and effect.

The Effective Date of this Attachment shall be 5/31/98.
                                               -------

Executed by the Alliance Member:       


Authorized Signature: /s/ Mike Chamberlain                 
                      ------------------------


Name:  Mike Chamberlain                
       ---------------------------------------


Title:  President                      
       ---------------------------------------



Executed by Oracle Corporation:         



Authorized Signature: /s/ Jeffrey M. Rosado
                      ------------------------                   
                                        
                                        
                                        
Name:  Jeffrey M. Rosado                
       ---------------------------------------
                                        
                                        
Title:  Manager, Alliances Sales Support
        --------------------------------------
                                        
1-96                                        
                                        
<PAGE>
                     A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
                            AS OF JANUARY 31, 1997


<TABLE>
<CAPTION>
                                                                        STATE OR JURISDICTION
NAME                                                                       OF INCORPORATION:
----                                                                    -----------------------
<S>                                                                     <C>
A.C. Nielsen Company                                                       Delaware
A.C. Nielsen (Argentina) S.A.                                              Delaware
         Control Publicitario S.A.                                         Argentina
         IPSA S.A.                                                         Argentina
         IPSA Nielsen Argentina S.A.                                       Argentina
A.C. Nielsen Ges.mbH                                                       Austria
         CMIS Coordinierte Management Informations
              Systeme Ges MbH                                              Austria
         ANR Piackutato Kft.                                               Hungary
A.C. Nielsen Company (Belgium) S.A.                                        Belgium
         A.C. Nielsen Corporation & Co. SNC                                Belgium
A.C. Nielsen do Brasil Ltda.                                               Brazil
         Compnhia Brasileira de Pesquisa a Analise                         Brazil
ACNielsen Canada Holding Ltd.                                              Canada
         ACNielsen Company of Canada Limited                               Canada
              Nielsen Korea Limited                                        Korea
A.C. Nielsen Chile Limitada                                                Chile
         A.C.Nielsen Chile S.A.                                            Chile
A.C. Nielsen de Colombia S.A.                                              Colombia
         Nielsen del Ecuador S.A.                                          Ecuador
ANR Amer nielsen Research Limited                                          Cyprus
AIM Nielsen A/S                                                            Denmark
         AIM Farmstat Aps                                                  Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy                  Finland
         A.C. Nielsen Finland Oy                                           Finland
              Finnpanel Oy                                                 Finland
A.C. Nielsen S.A.                                                          France
         ERIM S.A.                                                         France
         Panel de Gestion S.A.R.L.                                         France
Amer-Nielsen Research Hellas S.A.                                          Greece
A.C. Nielsen (Dublin) Limited                                              Ireland
A.C. Nielsen of Ireland Limited                                            Ireland
A.C. Nielsen Italia S.p.A.                                                 Italy
         C.R.A. S.r.l.                                                     Italy
              Telepanel S.A.                                               Italy
         SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l.     Italy
         Management Tools S.r.l.                                           Italy
Nielsen Japan K.K.                                                         Japan
A.C. Nielsen (N.Z.) Limited                                                New Zealand
         AGB McNair Group Ltd.                                             New Zealand
              Media Research Services Ltd.                                 New Zealand
         Market Research (NZ) Ltd.                                         New Zealand
ACNielsen Holdings Spain B.V.                                              The Netherlands
N&P Holdings Spain B.V.                                                    Spain
         A.C. Nielsen Company S.A.                                         Spain
              Infoadex S.A.                                                Spain
         Panel Internacional S.A.                                          Spain
A.C. Nielsen (Nederland) B.V.                                              The Netherlands
         A.C. Nielsen Polen B.V.                                           The Netherlands
              ANR Amer Nielsen Research Sp. z.o.o.                         Poland
              Nielsen Marketing Research spol, s.r.o.                      Czech Republic
              Nederland Centrum voor Marketing Analyses B.V.               The Netherlands
              South African L.P. (no official name)                        South Africa
              ZET-Nielsen Business Information A.S.                        Turkey
Nielsen Norge as                                                           Norway
A/S Norsk Reklame-Statistikk                                               Norway
A.C. Nielsen de Panama S.A.                                                Panama
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                        STATE OR JURISDICTION
NAME                                                                       OF INCORPORATION:
----                                                                    -----------------------
<S>                                                                     <C>

A.C. Nielsen Peru S.A.                                                     Peru
Nedro-Nielsen Estudios de Mercado, Lda.                                    Portugal
A.C. Nielsen P.R. Inc.                                                     Puerto Rico
A.C. Nielsen Singapore Pte. Ltd.                                           Singapore
A.C. Nielsen Company AB                                                    Sweden
A.C. Nielsen Management Services S.A.                                      Switzerland
A.C. Nielsen S.A.                                                          Switzerland
         Media Focus                                                       Switzerland
ACN/PIB Partners                                                           Connecticut
Nielsen Holdings, Inc.                                                     Delaware
Nielsen Leasing Corporation                                                Delaware
Panel International S.A.                                                   Delaware
A.C. Nielsen Company Limited                                               England
A.C. Nielsen (Holdings) Pty. Limited                                       Australia
A.C. Nielsen Australia Pty Limited                                         Australia
AGB McNair Holdings Pty. Limited                                           Australia
         AGB Research Holdings Pty. Limited                                Australia
              Tart Research Pty. Limited                                   Australia
              ABG McNair Pty. Limited                                      Australia
              McNair Anderson Assoc. Pty. Limited                          Australia
Marketing Insights Pty. Ltd.                                               Australia
Nandette Pty. Limited                                                      Australia
         Australian Independent Media Data Pty. Limited                    Australia
CZT/ACN Trademarks, L.L.C.                                                 Delaware
IMS Financial ACN Holding GmbH                                             Germany
ACN Marketing Research Holding GmbH                                        Germany
         A.C. Nielsen GmbH                                                 Germany
              A.C. Nielsen Werbeforschung S&P GmbH                         Germany
         "P&S" Handelsbertung GmbH                                         Germany
SRG Holdings Limited                                                       Hong Kong
SRG Management Services Limited                                            Hong Kong
         Research Consulting Services Ltd.                                 Hong Kong
         SRG China Ltd.                                                    Hong Kong
              Shanghai SRG Ltd.                                            China
         SRG International (HK) Ltd.                                       Hong Kong
         SRG Research Services (HK) Ltd.                                   Hong Kong
         Survey Research Hong Kong Ltd.                                    Hong Kong
         Survey Research Asia Pacific Ltd.                                 Hong Kong
              Survey Research Taiwan Ltd.                                  Taiwan
         Survey Research Group Ltd.                                        Hong Kong
              SRG Guangzhou Ltd.                                           China
         Survey Research Group Pte. Ltd.                                   Singapore
              SRG Research Canada Ltd.                                     Canada
                D.J. Calhoun Marketing & Development Ltd.                  Canada
                      Recherches en Marketing (Quebec) Inc.                Canada
              P.T. SRI Nielsen Indonesia                                   Indonesia
              SRG Japan K.K.                                               Japan
              Hankook Research Company                                     Korea
              Survey Research Malysia Sdn Bhd                              Malaysia
                Target Marketing Promotions Sdn Bhd                        Malaysia
              Consumer Pulse Inc.                                          Philippines
              Dealer Pulse Inc.                                            Philippines
              Media Pulse Inc.                                             Philippines
                Philippine Monitoring Services Inc.                        Philippines
              Research Philippines Unisearch INC                           Philippines
              Survey Research Singapore Pte. Ltd.                          Singapore
              Deemar Company Ltd.                                          Thailand
SRG International Ltd.                                                     New York
</TABLE>







<PAGE>

[GRAPHIC OMITTED]


                          NETWORK SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and the
Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective May 31, 1998 (the
"Agreement") and the terms set forth below.

1.       PROGRAM DISTRIBUTION
1.1      Sublicense of Programs and Terms
              The Alliance Member shall have the right to market and grant
         Sublicenses of Full Use Programs, which are available in production
         release and listed on Oracle's Price List in effect at the time the
         Programs are ordered from Oracle to Sublicense to a Sublicensee, for
         use with the Sublicensee's Network; provided, however, the Alliance
         Member shall have no right to Sublicense any Programs designated as
         Oracle Applications Programs, Limited Production Programs, or other
         Programs specified by Oracle from time-to-time, without the prior
         written consent of Oracle. The Alliance Member shall have the right
         to market and grant Sublicenses of Full Use Programs to Sublicensees
         for use on Designated Systems in the Network in conjunction with the
         Integrated System. Each copy of the Full Use Programs distributed
         shall be for the Sublicensee's own internal use in the Territory only
         on a Network of Designated Systems limited to a maximum number of
         Users.
              To acquire Programs for Sublicensing to Sublicensees, the
         Alliance Member shall order such Programs from Oracle. Each order
         shall specify the applicable Programs, maximum number of Users,
         computer/operating system configuration, fees, shipping location, and
         any other information required by Oracle for processing the order.
1.2      Distribution under Oracle Agreement
              In addition to the Sublicense rights specified in Section 2.3.A
         of the Agreement, and notwithstanding the terms of such Section and
         Section 2.3.B of the Agreement, the Alliance Member shall have the
         right to market and grant Sublicenses of Full Use Programs to
         Sublicensees for use in conjunction with the Integrated System under
         a standard Oracle Software License and Services Agreement in lieu of
         Sublicensing the Programs under a written Sublicense agreement.
              The Alliance Member may submit orders for Sublicenses to Oracle
         for its acceptance.
              With each such order, the Alliance Member shall submit a
         standard Oracle Software License and Services Agreement executed by
         the applicable Sublicensee, or shall reference on such order that the
         Programs will be licensed to the Sublicensee subject to an existing
         license agreement effective between the Sublicensee and Oracle (the
         "Oracle Agreement"). The order shall consist of an Oracle Order Form
         executed by the applicable Sublicensee identifying the Program
         licenses, maximum number of Users, and the Network Sublicensed to the

<PAGE>

         Sublicensee. Upon the Alliance Member's request, Oracle may provide
         assistance in preparing such Order Form.
              If the Sublicensee is a federal agency, the Alliance Member
         shall submit with each such order a written document executed by an
         authorized Sublicensee contracting officer which contains the
         following provision: "This is an open market order placed pursuant to
         terms identical to the terms and conditions of Oracle's General
         Services Administration (GSA) Schedule A Contract for Oracle Programs
         current as of the order date, with the exception of the maximum order
         limitations, discounts, maintenance, training units and other
         discounts specific to the applicable Oracle GSA Schedule. No other
         pre-printed or reference terms and conditions shall apply." This
         written document shall be deemed the applicable Oracle Agreement.
              The Alliance Member shall indemnify Oracle for any claims,
         damages, or losses arising from failure to obtain any Oracle
         Agreement.
              If the order specifies that the Programs are to be delivered to
         the Alliance Member, the Alliance Member shall have the right to
         re-deliver the Programs with their original packaging to the
         applicable Sublicensee.
1.3      Full Use Programs
              For the purposes of this Addendum, "Full Use Programs" shall
         mean unaltered versions of the Programs with all functions intact.
1.4      Network
              For the purposes of this Addendum, "Network" shall mean the
         Designated Systems specified in the applicable Order Form for
         Sublicense to a Sublicensee which are directly or indirectly
         connected together using SQL*Net or other Oracle connectivity
         Programs. In addition, the Network may consist of any number of
         single-user computers serving as client computers. For each
         Sublicense of Programs for use in a Network, the alliance Member
         shall include in each Sublicense agreement a provision which
         specifies, at a minimum, the definition of a Network specified herein
         and which limits the use of the Programs Sublicensed under the
         applicable Order Form to such Network.
1.5      Value-Added Package
              For the purposes of this Addendum, "Integrated System" shall
         mean the hardware and software products having Value-Added which are
         developed, sold, and/or licensed with the Programs to a Sublicensee
         by the Alliance Member to satisfy such Sublicensee's internal
         business requirements and objectives. For purposes of the Agreement,
         the Integrated System will be regarded as the Alliance Member's
<PAGE>

         Value-Added Package which is described in the attached Value-Added
         Attachment. The Integrated System shall be regarded as "Value-Added"
         if the following materials are provided as part of the Integrated
         System by the Alliance Member: (a) non-Oracle developed software; (b)
         customized programming or customized consulting; and (c) other
         computer products or components.
1.6      No Distributors
              The Alliance Member's right to market and grant Sublicenses of
         Full Use Programs hereunder shall be limited to the Alliance Member
         only. The Alliance Member shall not appoint any third party to
         distribute the Programs without Oracle's prior written consent.
1.7      Media and Documentation
              Oracle shall deliver to the shipment address specified in the
         applicable Sublicense report or the Sublicensee location specified in
         the applicable Order Form executed by the Sublicensee one copy of the
         software media ("Master Copy") and one set of Documentation (CD-Rom
         or bound, whichever is generally available) for each Program
         currently available in production release as of the date the Programs
         are ordered for Sublicense for use on the applicable Designated
         Systems. The Sublicensee shall be responsible for copying the
         software media for the Programs and installing the Programs for use
         in the United States in accordance with the terms specified herein.
         Unless otherwise specified herein, the Sublicensee shall acquire no
         right to copy Documentation. The Alliance Member agrees to pay
         applicable sales tax, media and shipping charges. For each Sublicense
         of Programs for use in a Network, the Alliance Member shall include
         in the Sublicense agreement a provision which specifies, at a
         minimum, the rights and limitations specified herein with respect to
         the Master Copy.
1.8      Verification
              For each Sublicense of Programs for use in a Network, the
         Alliance Member shall include in the Sublicense agreement a provision
         which specifies, at a minimum, the following:
         A.   At Oracle's written request, not more frequently than annually,
              the Sublicensee shall furnish Oracle with a signed
              certification: (a) verifying that the Programs are being used
              pursuant to the provisions of the applicable Sublicense
              agreement, including any User and other limitations, and (b)
              listing the locations, types and serial numbers of the
              Designated Systems on which the Programs are run.
         B.   Oracle may, at its expense, audit the Sublicensee's use of the
              Programs. Any such audit shall be conducted during regular
              business hours at the Sublicenee's facilities and shall not
              unreasonably interfere with the Sublicensee's business
              activities. If an audit reveals that the Sublicensee has
              underpaid fees to Oracle, the Sublicensee shall be invoiced for
              such underpaid fees based on the Price List in effect at the
              time the audit is completed; if the underpaid fees exceed 5% of

<PAGE>

              the license fees paid, then the Sublicensee shall also pay
              Oracle's reasonable costs of conducting the audit. Audits shall
              be conducted no more than once annually.
2.       SUBLICENSE FEES
2.1      Sublicense Fees and Rate
              With respect to each Sublicense of Programs under this Addendum
         for use in a Network, the Alliance Member and Oracle shall negotiate
         fees for Programs, Technical Support services, and any other such
         fees and charges. In order to obtain a price quotation from Oracle,
         the Alliance Member shall notify Oracle in writing of the name and
         address of the prospective Sublicensee, the Programs to be
         Sublicensed or licensed, the Network, and any other such information
         as Oracle may request in order to generate a pricing quotation. The
         Alliance Member acknowledges that Oracle may choose not to issue any
         pricing quotation or to fulfill any order for Programs placed under
         this Addendum.
              Fees for Sublicense or for license of Programs shall be due and
         payable thirty (30) days from the invoice date. The Alliance Member
         shall not be relieved of its obligation to pay Sublicense fees owed
         to Oracle by the nonpayment of such fees by the Sublicensee.
2.2      Users and Servers
              The fees for Sublicense of a Program for use in a Network shall
         be based and priced on the applicable User Level for the maximum
         number of Users for such Program, as specified in the Price List, and
         fees based on the type and number of server computers for which the
         Programs will be licensed. The Alliance Member shall have the right
         to Sublicense on any User basis specified in the Price List in effect
         at the time the applicable Program is Sublicensed to a Sublicensee.
3.       TERM
              This Addendum shall become effective on the Effective Date
         specified below and shall be valid for one (1) year (the "Term"),
         unless terminated as provided in the Agreement. Any renewal of this
         Addendum shall be subject to renegotiation of terms and fees.
4.       TERRITORY
              The Alliance Member shall have the right to market and grant
         Sublicenses of Full Use Programs in the United States only (the
         "Territory").
5.       TECHNICAL SUPPORT
5.1      Technical Support for Sublicensees
              A Sublicensee may acquire Technical Support services for Full
         Use Programs Sublicensed under this Addendum from Oracle at Oracle's
         standard rates and fee in effect at the time such Technical Support
         services are ordered under an Oracle Technical Support Services
         Agreement or Oracle Agreement, as applicable.
5.2      Technical Support Contact
              For each Sublicense of Programs for use in a Network for which
         Technical Support services are ordered, the Sublicensee shall
         designate one Sublicensee employee (plus two Sublicensee employees

                                      2
<PAGE>

         as backups) who shall serve as the sole liaison between the
         Sublicensee and Oracle as the Sublicensee's on-site Technical Support
         Contact. The Sublicensee shall notify Oracle whenever the designated
         Technical Support Contact responsibilities are transferred to another
         employee. Technical Support is effective upon shipment (or upon Order
         Form Effective Date for products not requiring shipment). Support
         fees are due and payable annually in advance. Technical Support for
         the second year and thereafter will be based on Oracle's support
         pricing in effect at the time services are ordered. For any Technical
         Support Updates to the Programs provided under the applicable Order
         Form, Oracle shall ship to the shipment address given for a
         Sublicensee, or Sublicensee Location specified in the Order Form
         executed by the Sublicensee, one Technical Support Update copy for
         each operating system. The Sublicensee shall be responsible for
         copying and installing the Updates on the servers in the Network for
         which the Programs are licensed.
              For each Sublicense of Programs for use in a Network, the
         Alliance Member shall include in the Sublicense agreement a provision
         which specifies, at a minimum, the Technical Support Contact and
         Update rights and limitations specified above.
6.       SUBLICENSE REPORTS
              With each order for Programs for Sublicense to a Sublicensee,
         the Alliance Member shall send Oracle a report detailing for each
         Sublicensed Full Use Program: Sublicensee name, address, make/model
         and operating system of the Designated System, Full Use, maximum
         number of licensed Users, whether the Sublicense is a Trial
         Sublicense, total Program fees and Technical Support Fees due to
         Oracle, and specific descriptions of the Integrated System and
         Value-Added.


The Effective Date of this Addendum shall be May 31, 1998.

<TABLE>
<CAPTION>
Executed by the Alliance Member:                     Executed by Oracle Corporation:

<S>                                                  <C>
Authorized Signature: /s/ Mike Chamberlain           Authorized Signature: /s/ Jeffrey M. Rosado

Name:  Mike Chamberlain                              Name:    Jeffrey M. Rosado

Title:   President                                   Title:   Manager, Alliances Sales Support

</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
5-98

                                      3
<PAGE>

                                 AMENDMENT ONE
                                    to the
                          NETWORK SUBLICENSE ADDENDUM
                                    to the
                           ORACLE ALLIANCE AGREEMENT
                                    between
                   SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                      and
                              ORACLE CORPORATION



This document ("Amendment One") shall serve to amend the Network Sublicense
Addendum dated 5/31, 1998 (the "Addendum") to the Oracle Alliance Agreement
between the Alliance Member and Oracle dated 5/31, 1998 (the "Agreement").

The parties agree to amend the Addendum as follows:

1.       Delete the body of Section 1.1 in its entirety and replace with the
         following:

                  "The Alliance Member shall have the right to market and
         grant Sublicenses of Full Use Programs, Runtime Programs, and
         Application Specific Full Use Programs, which are available in
         production release and listed on Oracle's Price List in effect at the
         time the Programs are ordered from Oracle to Sublicense to a
         Sublicensee for use with the Sublicensee's Network; provided,
         however, the Alliance Member shall have no right to Sublicense any
         Programs designated as Oracle Applications Programs, Limited
         Production Programs, or other Programs specified by Oracle from
         time-to-time without the prior written consent of Oracle, to which
         Oracle will not unreasonably withhold the Programs for sublicensing
         which are incorporated into the Alliance Member's Value-Added
         Package. The Alliance Member shall have the right to market and grant
         Sublicenses of such Programs for use on Designated Systems in the
         Network in conjunction with the Integrated System to Sublicensees.
         Each copy of the Programs distributed shall be for the Sublicensee's
         own internal use in the Territory only on a Network of Designated
         Systems limited to a maximum number of Users."

2.       In the first sentence of Section 1.2, after the words "grant
         Sublicenses of" delete the words "Full Use."

3.       Delete Section 1.3 and replace with the following:

         "1.3 A.  Full Use Programs
                           For the purpose of this Addendum, "Full Use
                  Programs" shall mean unaltered versions of the Programs with
                  all functions intact.

                                      1
<PAGE>

              B.  Running Programs
                           For the purpose of this Addendum, "Runtime
                  Programs" shall mean Programs which shall be limited to use
                  solely for the purpose of executing an unmodified standard
                  version of the Alliance Member's Application Program.
                  Runtime Programs may not be used to build or modify reports
                  or applications.
                           Notwithstanding the above, a sublicensee, prior to
                  deploying the Application Program and updates to the
                  Application Program, may recompile C and COBOL programs and
                  regenerated Developer2000 objects only for encryption
                  purposes to prevent unauthorized access to a sublicensee's
                  sensitive data."
              C.  Application Specific Full Use Programs

                           For the purposes of this Addendum, "Application 
                  Specific Full Use Program(s)" shall mean Programs which shall 
                  be limited to using and developing in conjunction with the
                  Alliance Member's Application Program. Each Application
                  Specific Full Use Program licensed under this Addendum may
                  only be used with the Application Program and may not be
                  used with other application programs. The Sublicensee may
                  not use the Application Specific Full Use Programs to
                  create any additional applications, or for any purpose
                  other than implementation, modification, and support of
                  the Application Program. The Sublicensee may use the
                  Application Specific Full Use Programs to customize the
                  Application Program as required, including changing forms
                  through the use of SQL*Forms and creating and altering
                  tables that the Application Program uses. The Application
                  Specific Full Use Program Sublicensee may not use the
                  Programs to expand the Application Program beyond the
                  scope provided and supported by the Alliance Member. "Full
                  Use Programs" shall mean unaltered versions of the
                  Programs with all functions intact."

4.       In Section 1.5 (b) replace the word "and" with the word "or".

5.       In the first sentence of Section 1.6, delete the words "Full Use."

6.       In Section 1.7, after the first sentence insert the following:

         "The Alliance Member has the right to ship inventoried Runtime and
         Application Specific Full Use Programs to Sublicensees, in lieu of
         Oracle shipping to Sublicensee."

7.       Notwithstanding anything to the contrary in the Addendum, should the
         Alliance Member offer to a prospective Sublicensee a standard Network
         Sublicense, the Alliance Member would not be required to obtain a
         price quotation from Oracle. For each copy of the Programs
         Sublicensed by the Alliance Member for a standard Network Sublicense,
         the Alliance Member agrees to pay Oracle a Sublicense fee

                                      2
<PAGE>


         equal to the applicable percentage, as stated below, of the
         applicable license fee for each such Program, as specified in the
         applicable Price List and Alliance Member Price List supplement to
         such Price List in effect at the time the applicable Programs are
         Sublicensed to a Sublicensee.

                  License Type                       Sublicense Rate
                  ------------                       ---------------
                  Full Use                           60%
                  Runtime                            30%
                  Application Specific               45%

8.       Before the second paragraph of Section 2.1, add the following header,

         "A.  Full Use Programs"

9.       Add the following new paragraph to the end of Section 2.1:

         "B.  Runtime and Application Specific Full Use Programs
                  As further specified in Section 6 of this Addendum, Runtime
         and Application Specific Full Use Sublicense fees shall be due and
         payable within thirty (30) days of the last day of each month. The
         Alliance Member shall not be relieved of its obligation to pay
         Sublicense fees owed to Oracle by the nonpayment of such fees by the
         Sublicensee."

10.      In Section 4, replace "United States only" with "Territory" and add
         the following to the end of Section 4:

         "The "Territory" shall be defined as Sublicensee facilities worldwide, 
         subject to U.S. export laws."

11.      Delete the header of Section 5.1 and replace with the following:

         "Section 5.1 A. Technical Support for Full Use Sublicenees."

12.      Add the following after Section 5.1 A:

         "5.1  B  Technical Support for Runtime and Application Specific 
         Full Use
              For Technical Support services, as stated in the Technical
         Support Attachment to this Addendum, for Sublicensees, each year the
         Alliance Member agrees to pay Oracle annual Technical Support Fees
         for each Runtime Program Sublicensed and Application Specific Full
         Use Program under this Addendum where the Sublicensee received
         technical support services for such Runtime Program during the
         applicable support period from the Alliance Member. Alliance Member
         shall only be responsible for paying a pro rata portion of the
         Technical Support Fees for those Sublicensees who only receive
         support for a partial year. Annual Technical Support Fees for a
         Program shall be equal to the applicable

                                      3
<PAGE>

         Technical Support Percentage Rate specified below of the Sublicense
         fees accrued to Oracle for the period specified below during which a
         Sublicensed Program is supported by the Alliance Member.

                Technical Support                   Technical Support
                  Services Level                     Percentage Rate
                  --------------                     ---------------
                    Silver                                  %
                    Year 1                                  7.5%
                    Year 2                                  7.5%
                    Year 3                                  8.0%
                    Year 4                                  9.0%
                    Year 5                                 10.0%

         If the Sublicensee has not continuously maintained Technical Support
         services from the earlier of the date of Sublicense or the date of
         shipment, the Alliance Member shall be required to reinstate lapsed
         Technical Support services for the applicable Sublicense at the fees
         set forth in this Section."

         "On each anniversary during the Term of this Addendum, the Alliance
         Member shall provide to Oracle a report setting forth all the
         Alliance Members Sublicenses and those Sublicensed Programs which
         were supported by the Alliance Member for the year following the
         prior anniversary. The Alliance Member shall provide Oracle with
         payment of all Technical Support Fees, for the year following the
         prior anniversary, required under the applicable anniversary report
         with such report in the form of a check made out in the amount of
         such fees. All Technical Support Fees paid to Oracle are
         noncancelable and nonrefundable."

13.      Add the following header to the first paragraph of Section 6:

         "A.  Full Use Programs"

14.      Add the following subsection to the end of Section 6:

         "B.  Runtime and Application Specific Full Use Programs
              Within thirty (30) days of the last day of each and every month,
              the Alliance Member shall send Oracle a report detailing for
              that month: 
         1. For each Sublicensed Application Package shipped during the prior
         month, Sublicensee name, address, make/model and operating system of
         the Designated System, date of shipment, Runtime Programs shipped,
         maximum number of licensed Users, whether the Sublicense is a Trial
         Sublicense, and total Sublicense fees and Technical Support Fees due
         to Oracle;
         2. For each Application Program licensed to end-users to be used with
         previously installed software licensed by Oracle in conjunction with
         the Application 

                                      4
<PAGE>

         Program, Sublicensee name, address, make/model and operating system
         of the computer, and date of installation."

Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.

The Effective Date of this Agreement One is 5/31, 1998.



SYSTEMS & COMPUTER                      ORACLE CORPORATION
TECHNOLOGY CORPORATION

By:    /s/ Mike Chamberlain             By:    /s/ Jeffrey M. Rosado
       ---------------------------             ---------------------------------


Name:  Mike Chamberlain                 Name:  Jeffrey M. Rosado
       ---------------------------             ---------------------------------
                                               

Title: President                        Title: Manager, Alliances Sales Support 
       ---------------------------             ---------------------------------




                                      5


<PAGE>

                            VALUE-ADDED ATTACHMENT

Description of Integrated System:

                  SCT Education Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

Banner2000(TM)

Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.

Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.

Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.

Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.

Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.

Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher
education administrators, the 


<PAGE>

system offers timely billing and complete due diligence capabilities, helping
institutions lower default rates, significantly reduce collection costs, and
increase annual collections by as much as 20 percent. LMS can be fully
integrated with Banner2000(TM) systems to minimize record keeping and add a
level of efficiency and data integrity while activating security levels to
protect confidential information.

Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.

Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.

Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.

Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.

Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about 


<PAGE>

their financial aid--all by themselves, at any time of day or night, from any
Touch-tone phone. Banner2000 VR Student and Banner2000 VR Financial Aid are
integrated solutions for direct student access to information and
transactions. They provide consistent answers to students' questions,
eliminate long waiting lines, reduce data entry time, and provide an
additional level of service to students.

Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.

Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.

SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.

Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.

Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.

Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.

Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.

Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.


<PAGE>

SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.


<PAGE>


Plus2000(TM)

Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.

Plus2000 Financial Aid Management (FAM) --FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.

Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.

Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.

Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.

Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.

Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students 


<PAGE>

gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.

Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
-- on campus or at home -- with easy, secure access to the adadministrative data
they need.

Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.

Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.

Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.

Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
-- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.

Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.

Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.

Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can 


<PAGE>

scan resumes, attach the scanned document to a Plus2000 applicant, and route
to faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.

Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.

Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.

Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.

EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.

Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.

Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.

FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.

SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.


<PAGE>

Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.


<PAGE>


                  SCT Government Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER(R) PRODUCTS:

Banner Courts
An advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.

The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.

The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.

The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.

The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.

The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.

The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.

Banner Cash Receipts
Banner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.

Banner Records Indexing
Banner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, 


<PAGE>

accounts receivable, and document imaging. These features are adaptable to an
organization's policies and procedures.

Banner Occupational Tax and License
The Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.

Banner Property Tax
The Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.

Banner Finance
Banner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.

Banner HR
Banner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.

PSAS PRODUCTS:

     Note: All PSAS products operate on the IBM AS/400 in native mode.

PSAS Financial
The PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.

PSAS Utility Customer Accounting
The PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.

PSAS Payroll
PSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.

PSAS Records Indexing
PSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,

<PAGE>

verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.



<PAGE>


         SCT Manufacturing & Distribution Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.

The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.


<PAGE>


                   SCT Utility Systems Product Descriptions
                                      for
                         Oracle Partnership Agreement

BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.

BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.

BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
-- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.

BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.

BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.

BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.

The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.

BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of 


<PAGE>

customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.

BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.

Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.

BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.

BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.

BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.

BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.

BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.


<PAGE>

BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.

SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.

Hardware Components: N/A

Software Products Other Than Programs: See "Description of Integrated System"
above.

Services to be provided by the Alliance Member: Consulting, Implementation,
Customized Programming, Training.